Yamana Acquisition Proposal definition

Yamana Acquisition Proposal means, other than the transactions contemplated by this Agreement and other than any transaction involving only Yamana and/or one or more of its wholly-owned Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group (as defined in Section 13(d) of the U.S. Exchange Act) of Persons (other than Pan American or any affiliate of Pan American), whether or not in writing and whether or not delivered to Yamana Shareholders, relating to: (a) any acquisition or purchase (or any lease, joint venture or any other arrangement having the same economic effect as an acquisition or purchase), direct or indirect, through one or more transactions, of (i) the assets of Yamana and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Yamana and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of Yamana and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of Yamana), or (ii) the Canadian Assets, or (iii) 20% or more of any voting or equity securities of Yamana or 20% or more of any voting or equity securities of any one or more of Yamana’s Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of Yamana and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of Yamana); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group (as defined in Section 13(d) of the U.S. Exchange Act) of Persons beneficially owning 20% or more of any class of voting or equity securities (and/or securities convertible into, or exchangeable or exercisable for voting or equity securities) of Yamana; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction or series of transactions involving (i) Yamana or any of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Yamana and its Subsidiaries, take...

Yamana Acquisition Proposal means, other than the transactions contemplated by this Agreement and other than any transaction involving only Yamana and/or one or more of its wholly-owned Subsidiaries, any offer, proposal, expression of interest or inquiry from, or public announcement of intention by, any Person or group (as defined in Section 13(d) of the U.S. Exchange Act) of Persons (other than Gold Fields or any affiliate of Gold Fields), whether or not in writing and whether or not delivered to Yamana Shareholders, relating to: (a) any acquisition or purchase (or any lease, joint venture or any other arrangement having the same economic effect as an acquisition or purchase), direct or indirect, through one or more transactions, of (i) the assets of Yamana and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Yamana and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of Yamana and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of Yamana), or (ii) 20% or more of any voting or equity securities of Yamana or 20% or more of any voting or equity securities of any one or more of Yamana’s Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of Yamana and its Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of Yamana); (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group (as defined in Section 13(d) of the U.S. Exchange Act) of Persons beneficially owning 20% or more of any class of voting or equity securities (and/or securities convertible into, or exchangeable

Yamana Acquisition Proposal shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”. If a Yamana Termination Fee Event occurs, Yamana shall pay the Yamana Termination Fee to Gold Fields, by wire transfer of immediately available funds, as follows: (A) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(i), the Termination Fee shall be payable within two Business Days following such termination; (B) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(ii), the Termination Fee shall be payable within two Business Days following such termination; (C) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(ii), the Termination Fee shall be payable (i) if Yamana terminates this Agreement concurrently with such termination and (ii) if Gold Fields terminates this Agreement, within two Business Days following such termination; or (D) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(iv), the Termination Fee shall be payable concurrently upon the consummation of the Yamana Acquisition Proposal referred to therein.

Examples of Yamana Acquisition Proposal in a sentence

• If the Yamana Board determines that the Yamana Acquisition Proposal is not a Yamana Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly advise Gold Fields and enter into an amended agreement with Gold Fields reflecting such proposed amendments.

• If the Yamana Board determines that the Yamana Acquisition Proposal is not a Yamana Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly advise Pan American and Agnico and enter into an amended agreement with Pan American and Agnico reflecting such proposed amendments.

• The Yamana Board will review any such proposal to determine in good faith whether Pan American’s and Agnico’s proposal to amend this Agreement would result in the Yamana Acquisition Proposal ceasing to be a Yamana Superior Proposal.

• If the Yamana Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Yamana Acquisition Proposal remains a Yamana Superior Proposal and therefore rejects Gold Fields’ offer to amend this Agreement and the Arrangement, if any, Yamana may, subject to compliance with the other provisions hereof, make a Yamana Change in Recommendation and/or enter into a Permitted Acquisition Agreement.

• The Yamana Board will review any such proposal to determine in good faith whether Gold Fxxxxx’ proposal to amend this Agreement would result in the Yamana Acquisition Proposal ceasing to be a Yamana Superior Proposal.