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. 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. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year written below. The Parties acknowledge that the signature date may not be the Effective Date. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] R...
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, “
