Failure to achieve Stage 2 Completion Sample Clauses

Failure to achieve Stage 2 Completion. (a) If Stage 2 Completion does not occur as a result of: (1) failure by the Company to satisfy a condition set out in clauses 4.1(c), 4.1(f), 4.1(g), 4.1(h), 4.1(i) or 4.1(j) (each, a Relevant CP) on or before the Cut Off Date; (2) the agreement automatically terminating in accordance with clause 9.2(e); or (3) the Subscriber electing to exercise its termination rights under clause 11, (the earliest of which to occur is the Break Trigger), then, by no later than 5 Business Days after the Break Trigger, the Company must pay to the Subscriber a break fee of $150,000 (Break Fee). (b) In the event that Stage 2 Completion does not occur, the Company must issue to the Subscriber, at the Subscriber’s election, up to 75,293,500 Shares less any Shares issued under the Bergen Agreement in circumstances contemplated under clause 8(c)(2) (Break Shares), upon receipt of a payment by the Subscriber of a price per Share representing a 25% discount to the volume weighted average price of Shares for the 15 trading day period prior to their issue. The Company must comply with clause 2 when issuing the Break Shares. (c) The Subscriber must make an election under clause 5.5(b) in writing, no later than 10 Business Days receipt of payment of the Break Fee and, in the event that the Subscriber elects to subscribe for some or all of the Break Shares, such election must be accompanied by the subscription price in respect of the Break Shares calculated in accordance with clause 5.5(b). (d) The parties agree that the Break Fee and issue of the Break Shares represents a reasonable and genuine pre-estimate of the costs to the Subscriber (including legal and other professional costs, opportunity costs and reasonable director and management time) of pursuing the transactions contemplated by this agreement.