Primero Shareholders definition
Examples of Primero Shareholders in a sentence
Primero and Northgate shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero and Northgate shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Shareholders at the Primero Meeting.
Subject to subsection 6.2(f), Primero shall not adjourn, postpone or cancel the Primero Meeting (or propose to do so), except: (i) in the case of an adjournment, if quorum is not present at the Primero Meeting; (ii) if required by applicable Laws; (iii) if required by the Primero Shareholders at the Primero Meeting; (iv) if otherwise agreed with Northgate; or (v) if required by the Court.
Northgate and Primero agree to co-operate in the preparation of presentations, if any, to Primero Shareholders or the Northgate Shareholders regarding the transactions contemplated by this Agreement.
Excluding the transactions contemplated by this Agreement and the Plan of Arrangement, no Party shall take any action, fail to take any action, cause any action to be taken or cause any action not to be taken that could reasonably be expected to prevent the Arrangement from qualifying as a “reorganization” within the meaning of section 368(a)(1) of the Code with respect to Primero and the Primero Shareholders.
Northgate will issue, at the Effective Time, Northgate Shares, in accordance with the terms of the Plan of Arrangement, to those Primero Shareholders who are entitled to receive Northgate Shares pursuant to the Arrangement.
As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter.
If the dissenting Primero Shareholder is ultimately not entitled to be paid by Primero for their Dissenting Shares, they will be deemed to have participated in the Arrangement on the same basis as the non-dissenting Primero Shareholders and Northgate will distribute to such Primero Shareholder the Northgate Shares that the Primero Shareholder is entitled to receive pursuant to the terms of the Arrangement.
Primero shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Shareholder Circular to the Primero Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities, the SEC and any other Governmental Entity as required and, in such circumstances, the date of the Primero Shareholder Meeting shall be postponed if and to the extent required by applicable Laws (and the Meeting Deadline shall, if necessary, be postponed to such date).
This Agreement may, at any time and from time to time before or after the holding of the Primero Shareholder Meeting but not later than the Effective Date, be amended by mutual written agreement of the Parties hereto provided, however, that any such change, waiver or modification does not invalidate any required approval of the Primero Shareholders to the Arrangement.
Primero shall from time to time require that its registrar and transfer agent furnish First Majestic with such additional information, including updated or additional lists of Primero Shareholders and holders of Primero Convertible Securities and lists of holdings and other assistance as First Majestic may reasonably request, solely for the purpose of communicating with respect to the Arrangement with the Primero Shareholders and holders of Primero Convertible Securities.