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Title: |
Amending Agreement |
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Entities: |
Glamis Gold Ltd.; Goldcorp Inc.; Silver Wheaton Corp. |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 263KB total |
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Price: |
$65 |
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ID: |
#2553823 |
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Start of
Preview |
AMENDING AGREEMENT
THIS AGREEMENT made as of the 27th day of September, 2006
A M O N G :
GOLDCORP INC.,
a corporation existing under the
Business Corporations Act (Ontario),
(hereinafter referred to as Goldcorp)
OF THE FIRST PART
- and -
0756808 B.C. LTD.,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as Goldcorp Subco)
OF THE SECOND PART
- and -
GLAMIS GOLD LTD.,
a corporation existing under the
Business Corporations Act (British Columbia),
(hereinafter referred to as Glamis)
OF THE THIRD PART
WITNESSES THAT:
WHEREAS the parties hereto are parties to an Arrangement Agreement dated August 30, 2006, as amended on September 12, 2006 (as so amended the Arrangement Agreement);
AND WHEREAS the parties hereto wish to amend and restate the Arrangement Agreement as set forth herein;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:
Section 1.01 Definitions
All capitalized words and terms used herein shall have the meanings ascribed to them in the Arrangement Agreement attached hereto as Appendix A.
Section 1.02 Amendment and Restatement
The parties hereto agree that the Arrangement Agreement and the Plan of Arrangement attached to the Arrangement Agreement as Schedule A are hereby amended and restated so that, as and from the date hereof, they shall read as set forth in Appendix A hereto.
Section 1.03 Governing Law
This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario.
Section 1.04 Execution in Counterparts
This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering an executed counterpart of the signature page to this Agreement by facsimile to any other party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.
Section 1.05 No Personal Liability