Payment to Jervois Clause Samples

Payment to Jervois. (a) If: (i) M2 Cobalt exercises its right of termination pursuant to Section 7.1(b)(iii); or (ii) Jervois exercises its right of termination pursuant to Section 7.1(c)(vi) or Section 7.1 (c)(v), M2 Cobalt shall immediately pay (or cause to be paid) the Termination Fee to an account designated by Jervois in immediately available funds. (b) If Jervois exercises its right of termination pursuant to Section 7.1(c)(iv), M2 Cobalt shall immediately pay (or cause to be paid) to Jervois in immediately available funds to an account designated by Jervois all properly documented fees, costs and expenses 37680408_3|NATDOCS incurred by Jervois in connection with the transactions contemplated by this Agreement and the Arrangement, up to a maximum of $550,000. (c) If, prior to the time of the M2 Cobalt Special Meeting, a bona fide written Acquisition Proposal in relation to M2 Cobalt has been publicly announced and has not been withdrawn and at any time within the six months immediately following the date of termination of this Agreement without payment of a Termination Fee, M2 Cobalt approves, recommends, accepts, enters into any agreement, undertaking or arrangement in respect of, or consummates such Acquisition Proposal or any variation thereof is completed by M2 Cobalt, M2 Cobalt shall immediately pay to an account designated by Jervois on closing of such Acquisition Proposal the Termination Fee in immediately available funds.