Yamana Change in Recommendation definition

Yamana Change in Recommendation means where the Yamana Board (a) (i) fails to make, or withdraws, amends, modifies or qualifies, in a manner adverse to Pan American or Agnico or fails to publicly reaffirm (without qualification) the Yamana Board Recommendation, or its recommendation of the Arrangement within five Business Days (and in any case prior to the third Business Day prior to the date of the Yamana Meeting) after having been requested in writing by Pan American or Agnico to do so (acting reasonably), or (ii) accepts, approves, endorses or recommends a Yamana Acquisition Proposal (or publicly proposes to do so), or (iii) takes no position or a neutral position with respect to a Yamana Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Yamana Meeting, if such date is sooner) after the public announcement of such Yamana Acquisition Proposal; or (b) resolves or proposes to take any of the foregoing actions.
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Yamana Change in Recommendation has the meaning given to it in Section 6.8(a)(iv);
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Examples of Yamana Change in Recommendation in a sentence

  • The restrictions set forth in this Section 2.14 shall not apply to (x) any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby; or (y) a Gold Fields Change in Recommendation or a Yamana Change in Recommendation, as applicable, or any action taken pursuant thereto.

  • Pursuant to the terms of the Gold Fields Arrangement Agreement, the agreement could be terminated by both or either of the parties in certain situations, including, but not limited to, by Gold Fields in the event that a Yamana Change in Recommendation occurred.

  • If the Yamana Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Yxxxxx Acquisition Proposal remains a Yamana Superior Proposal and therefore rejects Pan American’s and Agnico’s 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 an agreement to implement a Yamana Superior Proposal.

  • The restrictions set forth in this Section 2.15 shall not apply to (x) any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby; or (y) a Pan American Change in Recommendation or a Yamana Change in Recommendation, as applicable, or any action taken pursuant thereto.

  • 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.

Related to Yamana Change in Recommendation

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Adverse Recommendation Change has the meaning set forth in Section 6.02(d).

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Change of Recommendation has the meaning set forth in Section 6.3(d).

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Board Recommendation has the meaning ascribed thereto in Section 2.4(2).

  • Company Recommendation has the meaning set forth in Section 5.3(b).

  • Parent Recommendation has the meaning set forth in Section 5.2(b).

  • Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).

  • Company Board means the Board of Directors of the Company.

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Company Change of Control means any of the following events:

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Change in Use means altering the purpose of an existing room, within the facility, that requires structural changes.

  • Change in Control Transaction means the occurrence of any of the following events:

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Material Change in Content means the occurrence since the Launch Date of a material change in the content, composition or constitution of the Futures Contract or the Commodity.