Examples of Pan American Board in a sentence
The Pan American Board has received oral opinions of the Pan American Financial Advisors, which opinions have not been modified, amended, qualified or withdrawn, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be paid by Pan American pursuant to the Arrangement Agreement is fair, from a financial point of view, to Pan American (the “Pan American Fairness Opinions”).
The Pan American Board, after consultation with its financial and legal advisors, has determined unanimously that the Plan of Arrangement is fair to the Pan American Shareholders and is in the best interests of Pan American and has resolved unanimously to recommend to the Pan American Shareholders that they vote in favour of the Pan American Resolutions (the “Pan American Board Recommendation”).
Subject to Section 7.2, the Pan American Circular shall include the Pan American Board Recommendation and a statement that each director and senior officer of Pan American intends to vote all of their Pan American securities (including any Pan American Shares issued upon the exercise of any Pan American Options or upon vesting of any Pan American RSUs) in favour of the Pan American Resolutions and any other resolution presented at the Pan American Meeting required to give effect to the Arrangement.
If the Pan American Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Pan American Acquisition Proposal remains a Pan American Superior Proposal and therefore rejects Yxxxxx’s offer to amend this Agreement and the Arrangement, if any, Pan American may, subject to compliance with the other provisions hereof, make a Pan American Change in Recommendation and/or enter into an agreement to implement a Pan American Superior Proposal.
If the Pan American Board determines that the Pan American Acquisition Proposal is not a Pan American Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly advise Yxxxxx and enter into an amended agreement with Yxxxxx reflecting such proposed amendments.
Pan American shall include the Board Appointees and the Resigning Appointee on the management slate of directors to be elected at such annual general meeting and shall take commercially reasonable actions, including soliciting proxies in favour of their election to the Pan American Board, to have such Board Appointees and Resigning Appointee elected to the Pan American Board at such annual general meeting.
The Pan American Board will review any such proposal to determine in good faith whether Yxxxxx’s proposal to amend this Agreement would result in the Pan American Acquisition Proposal ceasing to be a Pan American Superior Proposal.
It was reiterated that the Board voted to appoint Smith on the Board of APFNDT for four years and Bajula on the Pan American Board for four years.
Pan American shall take and cause to be taken such commercially reasonable actions as are necessary to ensure that, promptly following the Effective Time, the Pan American Board includes the Board Appointees, including by increasing the size of the board and by facilitating the resignation of one existing member of the Pan American Board (the “Resigning Appointee”).