Issue link: https://www.e-digitaleditions.com/i/1238652
Lawson Lundell LLP 53 Termination 63. In what circumstances can the Purchaser terminate? Standard (80%+) If the Purchaser and the Target agree to terminate Common (41-79%) If the arrangement resolution is not approved at the Target's shareholder meeting by the required majority If the acquisition is not completed by the outside date (unless the Purchaser caused such failure to complete) If any of the Purchaser's conditions have not been satisfied by the required date (unless the Purchaser's breach caused such failure to satisfy a condition) if the Target has been unable to satisfy such condition after notice from the Purchaser (a "cure" period) If an event occurs that requires the Target to pay the Target's break fee to Purchaser Uncommon (10-40%) If any of the Purchaser's conditions have not been satisfied by the required date (unless Purchaser's breach caused such failure to satisfy a condition) Rare (less than 10%) None 64. If the Target has a cure right, how long does it last? (a) Less than 3 days (3%) (b) 3-5 days (48%) (c) 6-10 days (28%) (d) More than 10 days (23%) 65. In what circumstances can the Target terminate? Standard (80%+) If the Purchaser and the Target agree to terminate Common (41%-79%) If the acquisition is not completed by the outside date (unless the Target caused such failure to complete) If any of the Target's conditions have not been satisfied by the required date (unless the Target's breach caused such failure to satisfy a condition) If any of the Target's conditions have not been satisfied by the required date (unless the Target's breach caused such failure to satisfy a condition) if the Purchaser has been unable to satisfy the condition after notice from the Target (a "cure" period) If the Target agrees to complete a Superior Proposal and pays the Target's break fee (as long as the Target has complied with its non-solicitation obligations) Uncommon (10-40%) If the arrangement resolution is not approved at the Target's shareholder meeting by the required majority If an event occurs that requires the Purchaser to pay the Purchaser's break fee to the Target Rare (less than 10%) None