First Majestic definition
Examples of First Majestic in a sentence
Nothing contained in this Agreement shall be deemed to vest in First Majestic any direct or indirect ownership or incidence of ownership at law or in equity with respect to any of the Securities or any right or entitlement to acquire or become the owner at law or in equity of the Securities.
The Securityholder acknowledges that it will be impossible to measure in money the damage to First Majestic if the Securityholder fails to comply with any of its obligations under this Agreement, that every such obligation is material and that, in the event of any such failure, First Majestic will not have an adequate remedy at law or in damages and, accordingly, the Securityholder agrees that the issuance of an injunction or other equitable remedy is an appropriate remedy for any such failure.
First Majestic hereby covenants and agrees that it shall not, without the prior written consent of the Securityholder: (i) decrease the consideration payable per Primero Share pursuant to the Arrangement; or (ii) change the form of consideration payable pursuant to the Arrangement (other than to add additional consideration).
First Majestic shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Securityholder or his affiliates in the voting of any of the Securities, except as otherwise provided herein, or in the performance of the Securityholder’s and its affiliates’ duties or responsibilities as a securityholder of the Company.
First Majestic agrees to comply with its obligations under the Definitive Agreement.
The Securityholder agrees to the details of this Agreement being set out in any information circular or disclosure document produced by the Company or First Majestic in connection with the Transaction and to this Agreement being available for public inspection to the extent required by law.
First Majestic agrees and acknowledges that the Securityholder is bound hereunder solely in his or her capacity as a securityholder of the Company and that the provisions of this Agreement shall not be deemed or interpreted to bind the Securityholder or any of its directors, officers or principal shareholder in his or her capacity as a director or officer of the Company or any of its subsidiaries.
First Majestic further hereby agrees and confirms to the Securityholder that it shall take all steps required of it to consummate the Arrangement and cause the Consideration Shares to be made available to pay for the Primero Shares, in each case in accordance with and subject to the terms and conditions of the Definitive Agreement and the Plan of Arrangement.
The Securityholder shall maintain in confidence the matters referred to in this Agreement and shall not make any public disclosure, except to the extent required by applicable law or the requirements of any securities regulatory authority or stock exchange, of the terms of this Agreement without the consent of First Majestic, such consent not be unreasonably withheld.
First Majestic is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success.