Common use of Termination by the Standby Purchasers Clause in Contracts

Termination by the Standby Purchasers. The Standby Purchasers will be entitled by giving written notice to RBC at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their obligations under this Agreement, if, (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC or any of its subsidiaries, or in relation to any of the directors or officers of RBC, any of which suspends or ceases trading in the Rights or other Securities or operates to prevent or restrict the lawful distribution of the Securities; (b) any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime following the execution of the Agreement by the Standby Purchasers; (d) the Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; (e) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above have not been satisfied on or before December 30, 2011; (f) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions on or before November 30, 2011; or (g) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 has not occurred on or before December 30, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination).

Termination by the Standby Purchasers. The Any of the Standby Purchasers will be entitled by giving written notice to RBC Carmanah at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their respective obligations under this Agreement, if, (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC Carmanah or any of its subsidiaries, or in relation to any of the directors or officers of RBCCarmanah, any of which suspends or ceases trading in the Rights or other Securities or operates to prevent or restrict the lawful distribution of the Securities; (b) any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime any time following the execution of the Agreement by the Standby Purchasers; (d) the Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; (e) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above have not been satisfied on or before December November 30, 20112013; (f) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before November 30October 18, 20112013; or (g) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 6) has not occurred on or before December November 30, 20112013. Notwithstanding any other provision hereof, should RBC Carmanah or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC Carmanah and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC Carmanah or on the part of RBC Carmanah to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination).

Termination by the Standby Purchasers. The Each of the Standby Purchasers will shall be entitled entitled, severally and not jointly, by giving written notice to RBC ATS at any time prior to the Closing Expiry Time, to terminate and cancel, without any liability on their its part, their its obligations under this Agreement, if, (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC ATS or any of its subsidiaries, subsidiaries or in relation to any of the directors or and officers of RBCATS, any of which suspends or ceases trading in the Rights or other Securities Common Shares or operates to prevent or restrict the lawful distribution of the Securities; (b) if any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities Common Shares or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities Common Shares issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime following the execution of the Agreement by the Standby Purchasersoccurs; (d) there should develop or occur or come into effect, any catastrophe of national or international consequence or, any Law or other occurrence of any nature whatsoever which in the opinion of the applicable Standby Purchaser seriously adversely affects, or will seriously adversely affect the financial markets in Canada or which results in or will result in a Material Adverse Change; (e) ATS fails to obtain: (i) final listing approval from the TSX for the Rights at least two days prior to the date named as the Record Date in the Final Prospectus; and (ii) conditional listing approval from the TSX in respect of the Common Shares issuable upon exercise of the Rights and the Standby Shares prior to or on the Closing Date, subject to receipt of customary final documentation; (f) the Common Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; (eg) the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment is not in a form approved by each of the Standby Purchasers in accordance with Section 3.1(g); (h) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 Sections 6.2(a) above have not been satisfied on or before December 30September 4, 20112007; (fi) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before November 30July 19, 20112007; or (gj) if the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 7) has not occurred on or before December 30September 6, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination)2007.

Termination by the Standby Purchasers. The Standby Purchasers will be entitled by giving written notice to RBC at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their obligations under this Agreement, if, , (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC or any of its subsidiaries, or in relation to any of the directors or officers of RBC, any of which suspends or ceases trading in the Rights or other Securities or operates to prevent or restrict the lawful distribution of the Securities; ; (b) any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the Rights; ; (c) any Material Adverse Change occurs at anytime following the execution of the Agreement by the Standby Purchasers; ; (d) the Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; ; (e) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above have not been satisfied on or before December 30, 2011; ; (f) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions on or before November 30, 2011; or or (g) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 has not occurred on or before December 30, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination).. ARTICLE 8

Termination by the Standby Purchasers. The Each of the Standby Purchasers will shall be entitled entitled, severally and not jointly or solidary (jointly and severally) to elect to terminate this Agreement by giving written notice of such election to RBC at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their obligations under this Agreement, Ceres if,: (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC Ceres or any of its subsidiaries, subsidiaries or in relation to any of the directors or and officers of RBCCeres, any of which suspends or ceases trading in the Rights or other Securities Common Shares or operates to prevent or restrict the lawful distribution of the SecuritiesSecurities for a period greater than 2 consecutive Business Days; (b) if any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities Common Shares or operates to prevent or restrict the lawful distribution of any the Rights or Common Shares issuable upon exercise of the Rights or other Securities for a period greater than 2 consecutive Business Days; (c) Ceres fails to obtain: (i) final listing approval from the TSX for the Rights at least two days prior to the date named as the Record Date in the Final Prospectus; and (ii) conditional listing approval from the TSX in respect of the Common Shares issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime following , the execution Standby Shares and the Common Shares issuable upon exercise of the Agreement by Standby Warrants prior to or on the Standby PurchasersClosing Date, subject to receipt of customary final documentation; (d) the Common Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one 2 Business Day Days for any reason by the TSX at any time prior to the closing of the Rights Offering; (e) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above (other than the representations and warranties set out in Sections 6.2(e)(iii) and (iv)) have not been satisfied on or before December 3031, 20112014; (f) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before November 30, 2011; or2014; (g) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 has not occurred on or before December 3031, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination)2014.

Termination by the Standby Purchasers. The Subject to Section 9.3, each of the Standby Purchasers will shall be entitled entitled, severally (and not jointly and severally), by giving written notice to RBC Catalyst at any time prior to the Closing Time, to terminate and cancel, without any liability on their its part, their its obligations under this Agreement, if,: (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC Catalyst or any of its subsidiaries, or in relation to any of the directors or officers of RBCCatalyst or any of its subsidiaries, any of which suspends or ceases trading in the Rights Rights, Subscription Receipts or other Securities Common Shares for a period greater than one Business Day or operates to prevent or restrict the lawful distribution of the Securities; (b) if any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights Rights, Subscription Receipts or other Securities Common Shares for a period greater than one Business Day or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the RightsSecurities; (c) any Material Adverse Change occurs at anytime following the execution of the Agreement by the Standby Purchasersoccurs; (d) there should develop or occur or come into effect, any catastrophe of national or international consequence or, any Law or other occurrence of any nature whatsoever which, in the reasonable opinion of the Standby Purchasers, seriously adversely affects, or will seriously adversely affect, the financial markets in Canada; (e) any condition contained in the Snowflake Purchase Agreement, the fulfillment or satisfaction of which is outside the control of Catalyst, including without limitation, the conditions set out in sections 7.1.2, 7.1.3 and 7.2.5 thereof, has not been and has become incapable of being satisfied prior to the closing date specified therein; (f) Catalyst fails to obtain (i) final listing approval from the TSX for the Rights at least two days prior to the date named as the Record Date in the Final Prospectus; and (ii) conditional listing approval from the TSX in respect of the Subscription Receipts issuable upon exercise of the Rights, the Common Shares underlying the Subscription Receipts, the Standby Subscription Receipts and the Common Shares underlying the Standby Subscription Receipts prior to or on the Closing Date, subject to receipt of customary final documentation. (g) the Common Shares, the Subscription Receipts or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; (eh) the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment is not in a form approved by the Standby Purchasers in accordance with Section 3.1(h); (i) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above 7.2 above: (i) have not been satisfied on or before December 30the earlier of: (A) 45 days after the date on which the Exercise Price is determined in accordance with Section 2.3 and (B) April 21, 20112008; and/or (ii) have, at any time and for any reason, become incapable of being satisfied by the earlier of the dates set out in Section 9.2(i)(i); (fj) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions in Canada and with the SEC on or before November 30March 10, 2011; or2008; (gk) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 7 hereof) has not occurred on or before December 30the earlier of: (i) 45 days after the date on which the Exercise Price is determined in accordance with Section 2.3; and (ii) April 21, 20112008. Notwithstanding any other provision hereof, should RBC or The rights of termination contained in this Section 9.2 may be exercised by the Standby Purchasers validly and, subject to Section 9.3, are in addition to any other rights or remedies the Standby Purchasers may have in respect of any default, act or failure to act of Catalyst in respect of any matters contemplated by this Agreement. In the event that either of the Standby Purchasers terminate this Agreement pursuant toto the provisions of any of this Section 9.2 (other than pursuant to Sections 9.2(d) and 9.2(e)), and in accordance with, this Article 7, the obligations of both RBC and Catalyst shall immediately upon such termination pay to the Standby Purchasers under this Agreement will terminate the amounts set out in Sections 2.7(b) and there will be no further liability on the part 2.7(c). If either of the Standby Purchasers terminate this Agreement pursuant to RBC or on Section 9.2(e), Catalyst shall immediately upon such termination pay an additional fee of $437,500 to each of the part of RBC Standby Purchasers (representing an additional aggregate fee payable to the Standby Purchasers hereunder of $875,000) and no additional fees set out in Sections 2.7(b) or otherwise (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 Section 12.1) and 2.7(c) shall be payable. If either of the Standby Purchasers terminate this Agreement pursuant to Section 9.2(d), no additional fees set out in Sections 2.7(b) and 2.7(c) or otherwise (except pursuant to Section 10.1, which 12.1) shall survive any such termination)be payable by Catalyst to the Standby Purchasers.

Termination by the Standby Purchasers. The Standby Purchasers will be entitled by giving written notice to RBC the Corporation at any time prior to the Closing Rights Expiry Time, to terminate and cancel, without any liability on their his part, their his obligations under this Agreement, if, (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC the Corporation or any of its subsidiaries, subsidiaries or in relation to any of the Corporation’s directors or officers of RBCand officers, any of which suspends or ceases trading in any of the Rights or other Securities Rights Shares or operates to prevent or restrict the lawful distribution any of the SecuritiesRights or Rights Shares; (b) if any order is issued by a Governmental Entity pursuant to applicable LawsEntity, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities Rights Shares or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the RightsRights Shares; (c) any Material Adverse Change occurs at anytime any time following the execution of the this Agreement by the Standby Purchasers; (d) the Corporation fails to obtain any necessary approvals concerning the Rights or Rights Shares from the Exchange or the Commissions; (e) the Common Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one five Business Day Days for any reason by the TSX Exchange at any time prior to the closing of the Rights Offering; (ef) the conditions to closing in favour of the Standby Purchasers referred to set forth in Section 6.2 above 8.2 have not been satisfied fulfilled on or before December 30, 2011; (f) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions on or before November 30, 2011Closing Date; or (g) if the Rights Offering is otherwise terminated or cancelled or the closing Closing (as contemplated in Article 6 8) has not occurred on or before December 30January 31, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination)2016.

Termination by the Standby Purchasers. The Each of the Standby Purchasers will be entitled entitled, severally and not jointly, by giving written notice to RBC PERC at any time prior to the Closing Expiry Time, to terminate and cancel, without any liability on their its part, their its obligations under this Agreement, if,: (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC PERC or any of its subsidiaries, subsidiaries or in relation to any of the directors or and officers of RBCPERC, any of which suspends or ceases trading in the Rights Rights, the Subscription Receipts or other Securities Common Shares or operates to prevent or restrict the lawful distribution of the Securities, the Standby Subscription Receipts or the Common Shares underlying the Standby Subscription Receipts; (b) any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities Common Shares or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities the Common Shares issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime any time following the execution of the this Agreement by the Standby Purchasers; (d) there should develop or occur or come into effect, any catastrophe of national or international consequence or any law or other occurrence of any nature whatsoever that in the Shares reasonable opinion of such Standby Purchaser, seriously adversely affects, or will seriously adversely affect the financial markets in Canada or the U.S. or which results in or will result in a Material Adverse Change; (e) the Common Shares, the Subscription Receipts or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering. (f) PERC fails to obtain: (i) final listing approval from the TSX for the Rights at least two days prior to the date named as the Record Date in the Final Prospectus; and (ii) conditional listing approval from the TSX in respect of the Subscription Receipts issuable upon exercise of the Rights and the Common Shares underlying the Subscription Receipts and the Standby Subscription Receipts prior to or on the Closing Date, subject to receipt of customary final documentation; (eg) the conditions to closing Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment or the Form F-7 is not in favour of the a form approved by such Standby Purchasers referred to Purchaser in accordance with Section 6.2 above have not been satisfied on or before December 30, 20113.1(h); (fh) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions Jurisdictions, the Form F-7 has not been filed with the SEC, or any filings required in the Standby Purchaser Blue Sky States will not have been made, in each case, on or before November 30December 23, 20112009; (i) PERC is in default of its obligations hereunder and fails to remedy such breach on or before the earlier of the date that is 30 days following the date upon which either of the Standby Purchasers has provided written notice of such breach; (j) if any of the conditions set out in Section 7.2 are not satisfied on or before the Closing Date; or (gk) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in by Article 6 7) has not occurred on or before December 30February 23, 20112010. Notwithstanding any other provision hereof, should RBC PERC or the any Standby Purchasers Purchaser validly terminate this Agreement pursuant to, and in accordance with, this Article 79, the obligations of both RBC PERC and each of the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of either Standby Purchaser to PERC, on the part of PERC to the Standby Purchasers to RBC Purchasers, or on the part of RBC either Standby Purchaser to the Standby Purchasers other hereunder (except for any breach of this Agreement which occurred on or prior to the termination or for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 10 or Section 10.1, which shall survive any such termination12.1).