Yamana Superior Proposal definition

Yamana Superior Proposal means an unsolicited bona fide written Yamana Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Xxxxxx, that complies with Securities Laws and is not obtained in violation of this Agreement or any agreement between the Person making such Yamana Acquisition Proposal and Yamana, to acquire 100% of the outstanding 21 Xxxxxx Xxxxxx (other than Xxxxxx Xxxxxx beneficially owned by the Person or Persons making such Yamana Acquisition Proposal) or all or substantially all of the assets of Yamana and its Subsidiaries on a consolidated basis made after the date of this Agreement: (a) that is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full; (b) that is not subject to a due diligence and/or access condition; (c) that is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Yamana Acquisition Proposal and the Person making such Yamana Acquisition Proposal; and (d) in respect of which the Yamana Board determines in good faith, after consultation with its outside financial and legal advisors, and after taking into account all the terms and conditions of such Yamana Acquisition Proposal and all factors and matters considered appropriate in good faith by the Yamana Board, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Yamana Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by Gold Fields pursuant to Section 5.8(h)); “Yamana Support Agreements” means the voting and support agreements dated the date hereof (including all amendments thereto) between Gold Fields and the Yamana Supporting Shareholders setting forth the terms and conditions upon which they agree to vote their Yamana Shares in favour of the Arrangement Resolution; “Yamana Supporting Shareholders” means all of the directors and senior officers of Yamana that have entered into Yamana Support Agreements; “Yamana Term Loan” means the US$750 million revolving credit facility maturing in August 2026 which is currently undrawn; “Yamana Termination Fee” means US$300 million; “Yamana Termination Fee Event” has the meani...

Yamana Superior Proposal means an unsolicited bona fide written Yamana Acquisition Proposal from a Person or Persons who is or are, as at the date of the Arrangement Agreement, a party that deals at arm’s length with Yamana, that complies with Securities Laws and is not obtained in violation of the Arrangement Agreement or any agreement between the Person making such Yamana Acquisition Proposal and Yamana, to acquire 100% of the outstanding Yamana Shares (other than Yamana Shares beneficially owned by the Person or Persons making such Yamana Acquisition Proposal) or all or substantially all of the assets of Yamana and its Subsidiaries on a consolidated basis made after the date of the Arrangement Agreement: (a) that is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full; (b) that is not subject to a due diligence and/or access condition; (c) that is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Yamana Acquisition Proposal and the Person making such Yamana Acquisition Proposal; and (d) in respect of which the Yamana Board determines in good faith, after consultation with its outside financial and legal advisors, and after taking into account all the terms and conditions of such Yamana Acquisition Proposal and all factors and matters considered appropriate in good faith by the Yamana Board, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Yamana Shareholders than the Arrangement (including any adjustment to the terms and conditions of the Arrangement proposed by Gold Fields pursuant to the Arrangement Agreement).

Yamana Superior Proposal means an unsolicited bona fide written Yamana Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Yamana, that complies with Securities Laws and is not obtained in violation of this Agreement or

Examples of Yamana Superior Proposal in a sentence

In accordance with terms of such agreement, Yamana notified Gold Fields that its Board of Directors had determined that the new offer constituted a Yamana Superior Proposal and that the five business day matching period had commenced, during which Gold Fields had the right, but not the obligation, to propose to amend the terms of the Gold Fields Arrangement Agreement in order for the new offer to cease to be a Yamana Superior Proposal.

Related to Yamana Superior Proposal

Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Superior Proposal has the meaning set forth in Section 5.09(a).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
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.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
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 Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.
Alternative Proposal has the meaning set forth in Section 6.2(b).
Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.
Transaction Proposal has the meaning specified in Section 8.02(c).
Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.
Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.
approved proposal means a proposal approved or determined under this Agreement;
Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.
Proposal means the Technical Proposal and the Financial Proposal.
Superior Company Proposal has the meaning set forth in Section 6.02(e).
Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.
Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;
Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.
Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.
Business Combination Proposal has the meaning set forth in Section 5.8.
Change Proposal means a proposal (in the standard form) for any alteration of, or addition to, or omission from, the Contractor’s Brief or any change in the design, quality or quantity of the Works put forward by the Contractor or the Commercial Officer;