Auryn definition
Examples of Auryn in a sentence
Any notice to be given hereunder shall be in writing and may be given by facsimile or by hand delivery and shall, in the case of notice to the Company, be addressed and faxed or delivered to: Auryn Resources Inc.
Auryn may elect, at its sole discretion, to make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or desirable in connection with the completion of the Eastmain Arrangement.
This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on: (i) Auryn; (ii) SpinCo Sombrero; (iii) SpinCo Curibaya; (iv) all registered and beneficial Auryn Shareholders; (v) all other registered Auryn Securityholders; and (vi) the Dissenting Shareholders.
Eastmain will also oppose any proposal from any party that the Eastmain Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Eastmain Final Order and prior to the Effective Date, Eastmain is required by the terms of the Eastmain Final Order or by Law to return to Ontario Court with respect to the Eastmain Final Order, it shall do so after notice to, and in consultation and cooperation with, Auryn.
Eastmain and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such disclosure, recognizing that whether or not such comments are appropriate will be determined by Auryn, acting reasonably.
All Auryn Shares have been, and all Auryn Shares issuable upon the vesting or exercise of the Auryn Options and Auryn Warrants, as the case may be, in accordance with their terms have been duly authorized and upon issuance, will be, validly issued as fully paid and non-assessable Auryn Shares.
To the extent necessary, such deductions and withholdings may be effected by selling any Auryn Shares to which any such person may otherwise be entitled under this Plan of Arrangement, on such terms as Auryn reasonably determines, and any amount remaining following the sale, deduction and remittance will be paid to the person entitled thereto as soon as reasonably practicable.
Subject to the terms of any existing confidentiality agreements, Auryn shall keep Eastmain promptly and fully informed of the status, including any change to the material terms, of any such Auryn Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Eastmain with respect thereto.
Auryn has the requisite corporate power, authority and capacity to enter into and (subject to obtaining the Auryn Final Order, Auryn Securityholder Approval, and all requisite approvals of the TSX and NYSE American) perform its obligations under this Agreement and to complete the transactions contemplated hereby.
Recognizing that the SpinCo Shares issued to Auryn under Section 3.1(b) shall be distributed by Auryn to the Auryn Shareholders pursuant to the provisions of Section 3.1(c), each of SpinCo Sombrero and SpinCo Curibaya shall issue one share certificate each representing all of their respective SpinCo Shares registered in the name of Auryn, which share certificate shall be held by Auryn until such shares are distributed by Auryn to the Auryn Shareholders and such certificate shall then be cancelled.