EXECUTION VERSION. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, GOLDCORP INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President, Treasurer Signature Page to the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page to the Underwriting Agreement Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USA), Inc. 18,150,000 14,850,000 RBS Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities America, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquito, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for the Company]
EXECUTION VERSION its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Purchaser Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (h) the Securityholder shall, as a holder of Subject Securities, cooperate with the Company and the Purchaser to successfully complete the Arrangement and this Agreement and to oppose any of the Prohibited Matters; and
EXECUTION VERSION. (b) at any meeting of securityholders of the Company (including in connection with any combined or separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Securityholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders or other securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (v) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal;
EXECUTION VERSION. ARTICLE 4
EXECUTION VERSION. Securityholder is and will be immediately prior to the Effective Date, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
EXECUTION VERSION. An additional portion of the Restricted Stock shall also vest equal to 25% of the total shares, as described in Section 8(d)(v)(A) of the Employment Agreement, with respect to termination of Participant by the Company without “Cause” or termination by Participant for “Good Reason,” in each case as defined under the Employment Agreement; and 100% of the Restricted Stock shall also vest subject to the terms of Sections 3(c)(i) and 3(c)(iii) of the change in control and severance agreement between the Company and the Participant dated June 26, 2017 (the “CIC Severance Agreement”), with respect to termination of Participant during a “Change in Control Period,” as defined in the CIC Severance Agreement. The Restricted Stock is subject to the terms and conditions in this Award Agreement and the Plan. The Restricted Stock and the shares acquired pursuant to vesting of the Restricted Stock are subject to the Company’s Incentive Compensation Recoupment Policy and the clawback terms provided in Section 26 of the Employment Agreement. Without limiting the generality of the foregoing, any shares acquired pursuant to vesting of the Restricted Stock shall be subject to clawback by the Company as a result of any act or omission that involves the Executive’s fraud or any act or omission of the Executive that constitutes “Cause,” as defined in the Employment Agreement. Agreements and Acknowledgements By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant agrees and certifies that Participant has not been previously employed in any capacity by the Company or a Subsidiary, or if previously employed, has had a bona-fide period of non-employment, and that the grant of the Restricted Stock is an inducement material to Participant...
EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not app...
EXECUTION VERSION. For purposes of this Agreement, “
