Yamana RSUs definition

Yamana RSUs means the restricted share units issued under the Yamana RSU Plan;

Yamana RSUs means the restricted share units issued under the Yamana RSU Plan; “Yamana Securityholders” means Yamana Shareholders and Yamana Equity Award Holders; “Yamana Senior Notes” means collectively, (a) the 2.630% 10-year notes due August 2031 in an aggregate principal amount of US$500 million and (b) the 4.625% 10-year notes due December 2027 in an aggregate principal amount of US$300 million; “Yamana Share Incentive Plan” means Xxxxxx’s amended share incentive plan dated December 16, 2010; “Yamana Shareholder Approval” means the approval of the Arrangement Resolution by Yamana Shareholders at the Yamana Meeting in accordance with Section 2.4; “Yamana Shareholders” means the holders of Yamana Shares; “Yamana Shares” means the common shares in the authorized share capital of Yamana; “Yamana Superior Proposal” means an unsolicited bona fide written Yamana Acquisition Proposal from a Person or Persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Xxxxxx, that complies with Securities Laws and is not obtained in violation of this Agreement or any agreement between the Person making such Yamana Acquisition Proposal and Yamana, to acquire 100% of the outstanding 21 Xxxxxx Xxxxxx (other than Xxxxxx Xxxxxx beneficially owned by the Person or Persons making such Yamana Acquisition Proposal) or all or substantially all of the assets of Yamana and its Subsidiaries on a consolidated basis made after the date of this Agreement: (a) that is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full; (b) that is not subject to a due diligence and/or access condition; (c) that is reasonably capable of being consummated without undue delay, taking into account all legal, financial, regulatory and other aspects of such Yamana Acquisition Proposal and the Person making such Yamana Acquisition Proposal; and (d) in respect of which the Yamana Board determines in good faith, after consultation with its outside financial and legal advisors, and after taking into account all the terms and conditions of such Yamana Acquisition Proposal and all factors and matters considered appropriate in good faith by the Yamana Board, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable, from a financial point of view, to the Yamana Shareholders...

Yamana RSUs means the restricted share units issued under the Yamana RSU Plan; “Yamana Securityholders” means Yamana Shareholders, Yamana Equity Award Holders and Yamana Warrantholders; “Yamana Share Incentive Plan” means Yamana’s amended share incentive plan dated December 16, 2010; “Yamana Shareholders” means the holders of Yamana Shares; “Yamana Shares” means the common shares in the authorized share capital of Yamana; “Yamana Subco” means, from and after the effective time of the Old Monarch Acquisition, Yamana Gold Quebec Inc. (formerly Monarch Gold Corporation), a direct wholly-owned subsidiary of Yamana existing under the federal laws of Canada; “Yamana Warrant Consideration” means the amounts payable in respect of the Yamana Certificated Warrants and Yamana Indenture Warrants pursuant to Sections 3.1(a) and 3.1(b), respectively; “Yamana Warrant Letter of Transmittal” means the Yamana Warrant Letter of Transmittal, in a form reasonably satisfactory to Gold Fields, to be delivered by Yamana to holders of Yamana Certificated Warrants and Yamana Indenture Warrants providing for the delivery of the Yamana Certificated Warrants and Yamana Indenture Warrants to the Depositary and for the payment of the Yamana Warrant Consideration; and “Yamana Warrantholders” means the holders of Yamana Certificated Warrants and Yamana Indenture Warrants. Words and phrases used herein that are defined in the Arrangement Agreement and not defined herein shall have the same meaning herein as in the Arrangement Agreement, unless the context otherwise requires. 1.2

Examples of Yamana RSUs in a sentence

• All outstanding Yamana Shares have been, and all Yamana Shares issuable upon the exercise or vesting of rights under the Yamana RSUs and Yamana Warrants in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of Yamana and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights.

• The Holder is the beneficial owner of, or exercises control or direction over, the number of Yxxxxx Xxxxxx (the “Holder Shares”), Yamana PSUs (the “Holder PSUs”), Yamana RSUs (the “Holder RSUs”) and Yamana DSUs (the “Holder DSUs”), as applicable, set out in Appendix A hereto.

• As of the date of this Agreement there are outstanding (A) 961,039,283 Xxxxxx Xxxxxx issued and outstanding; (B) nil Yamana Options; (C) Yamana RSUs that will result in the issuance of up to 2,428,903 Yamana Shares upon the vesting thereof; and (D) Yamana Warrants that will result in the issuance of up to 340,166 Yamana Shares upon the exercise thereof.

• As of the date of this Agreement there are outstanding (A) 961,039,283 Yxxxxx Xxxxxx issued and outstanding; (B) nil Yamana Options; (C) Yamana RSUs that will result in the issuance of up to 2,428,903 Yamana Shares upon the vesting thereof; and (D) Yamana Warrants that will result in the issuance of up to 340,166 Yamana Shares upon the exercise thereof.

• As of October 27, 2022 there are outstanding (A) 961,003,000 Yamana Shares issued and outstanding; and (B) Yamana RSUs that will result in the issuance of up to 2,453,000 Yamana Shares upon the vesting thereof.

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