Lawson Lundell LLP 51
Break Free Payable by the Purchaser
58. Is there a break fee payable by the Purchaser?
(a) No (24%)
(b) Yes (76%)
59. What is the amount of the Purchaser's break fee?
(a) Less than $1M (26%)
(b) $1M - $5M (35%)
(c) $6M - $99M (32%)
(d) $100M+ (6%)
60. What is the amount of the Purchaser's break fee as a percentage of the equity value of the transaction?
(a) Less than 1% (9%)
(b) 1-2% (31%)
(c) 3-4% (34%)
(d) 5%+ (25%)
61. Is the Purchaser's break fee less than or equal to the Target's break fee?
(a) Equal to (94%)
(b) Less than (6%)
(c) Greater than (none)
62. When is the Purchaser required to pay a break fee to the Target (after the transaction has been
terminated by either of them)?
Standard (80%+)
None
Common (41-79%)
Purchaser breaches its covenants or representations so as to prevent the completion of the transaction
Uncommon (10-40%)
Purchaser breaches its covenants or representations so as to have a material adverse effect
Rare (less than 10%)
Purchaser modifies the offer in a manner adverse to the Target
Purchaser enters into a transaction for sale of the Purchaser
Purchaser fails to obtain shareholder approval
Purchaser fails to obtain necessary regulatory approvals
Purchaser fails to obtain financing
