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 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 Pan American 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 Yxxxxx, 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 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 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 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

• 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.

• 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.

• 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.

• 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.

More Definitions of Yamana Superior Proposal

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 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 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;