Break Fee Event. (a) In the event that:
Break Fee Event. If (a) this Agreement is terminated by Primetech pursuant to Section 7.3(e); (b) this Agreement is terminated by Celestica pursuant to Section 7.3(c); (c) this Agreement is terminated by Celestica pursuant to Section 7.3(b): (i) through the fault (whether by commission or omission) of Primetech failing to submit the Arrangement for approval to the Shareholders and Optionholders as obligated hereunder, or (ii) as a result of a breach by Primetech of any of the covenants in Section 5.5 or 5.6; or (d) an Acquisition Proposal shall have been made to Primetech and made known to the Shareholders generally or have been made directly to the Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal and such Acquisition Proposal or announced intention shall not have been withdrawn prior to the Meeting, there is a failure to obtain the approval of the Arrangement by the Shareholders and Optionholders at the Meeting, and this Agreement is terminated by either Celestica or Primetech pursuant to Section 7.3(d) and within twelve months after such termination Primetech shall have entered into an agreement (a "SUBSEQUENT AGREEMENT") with respect to a transaction that would constitute an Acquisition Proposal if it were the subject of a proposal and such transaction is thereafter completed or within such twelve-month period a transaction that would constitute an Acquisition Proposal is completed with or by any third party and whether or not a Subsequent Agreement is entered into by Primetech with respect to such transaction, then Primetech shall pay to Celestica, one Business Day following the termination of this Agreement and, in the case of (d) above, one Business Day following the completion of such transaction, Cdn.$11.5 million in immediately available funds to an account designated by Celestica.
