Agnico Offer definition

Agnico Offer means the offer by the Offerors to acquire all of the outstanding Cumberland Shares on the basis of 0.185 of an Agnico-Eagle Share for each Cumberland Share, as described in the Agnico Circular filed with the securities commissions in each of the provinces and territories of Canada on March 12, 2007 and mailed to Cumberland Shareholders on or about March 12, 2007.
Sample 1

Examples of Agnico Offer in a sentence

  • Based upon the foregoing and after consultation with its legal advisors, Gowling Lafleur Henderson LLP, and its financial advisors, Genuity, the Board of Directors unanimously concluded that the Agnico Offer is fair, from a financial point of view, and is in the best interests of Cumberland Shareholders and Cumberland, and therefore unanimously recommends that Cumberland Shareholders accept the Agnico Offer and tender their Cumberland Shares to the Agnico Offer.

  • Operational vulnerabilitiesThe LRA is in many respects a unique and idiosyncratic organisation.

  • If the Agnico Offer is successful, Cumberland Shareholders will own an approximate 10% pro forma interest in Agnico-Eagle.

  • Curtis, President and Chief Executive Officer, at 604-608-2557.REASONS FOR RECOMMENDATION TO ACCEPT THE AGNICO OFFERIn making its recommendation that Cumberland Shareholders accept the Agnico Offer, the Board of Directors carefully considered a number of factors including:1.Fairness Opinions.Dundee has delivered the Dundee Opinion to the Special Committee, in which it concluded that the consideration under the Agnico Offer is fair, from a financial point of view, to Cumberland Shareholders.

  • The Agnico Offer was made pursuant to the terms and conditions of the Support Agreement.

  • Decision, and will be examined separately as part of the forthcoming paper on a possible framework for assessing the effectiveness of surveillance.

  • Pursuant to the Lock-Up Agreement (as defined herein) all directors and senior officers of Cumberland, collectively holding Cumberland Shares representing approximately 10.5% of the Cumberland Shares as at February 13, 2007, calculated on a fully-diluted basis, have agreed to tender their Cumberland Shares to the Agnico Offer.

  • The College will add an additional general education course in order to meet the 60 credit general education standard for a BAS degree, as required by the State Board of Community and Technical Colleges.

  • The Board of Directors took account of the Genuity Opinion and the recommendation of the Special Committee prior to making its recommendation that Cumberland Shareholders accept the Agnico Offer.2.The Agnico Offer appropriately values the assets of Cumberland including the significant strategic value of the Meadowbank Gold Project.

  • Jerry Smith drove the wrecker, while Mark Smith was outside the vehicle.

Related to Agnico Offer

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Offer means “proposals” in negotiation.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Proposed Transaction is defined in Section 6.2(a).

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day. Final RTO Unforced Capacity Obligation:

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

  • Offer Shares shall have the meaning ascribed to it in Section 2.4.1.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • Net Proceeds Offer has the meaning provided in Section 4.16.