Common use of Termination Fee Event Clause in Contracts

Termination Fee Event. (a) Northern Orion shall pay or cause to be paid to Yamana a termination fee of C$35 million in immediately available funds (the "Termination Fee") if: (i) Yamana shall terminate this Agreement as a result of any action of the board of directors pursuant to subsection 7.03(b) of this Agreement, provided that: (A) where such action is a Change in Recommendation permitted by subsection 6.01(c)(ii) and such Change in Recommendation is solely as a result of (a) an increase in the Meridian Offer Consideration; (b) Yamana Corporate Action; or (c) both, no Termination Fee shall be payable; and (B) where such action is a Change in Recommendation solely as a result of a transaction involving the Agua Rica project and such Change in Recommendation is permitted by subsection 6.01(c)(ii) and the Disclosure Memorandum, the sum of the Termination Fee and C$15 million shall be payable to Yamana; (ii) Northern Orion shall terminate this Agreement in order to enter into a definitive written agreement with respect to a Superior Proposal pursuant to subsection 7.03(c) hereof; (iii) either Northern Orion or Yamana shall terminate this Agreement pursuant to subsection 7.03(d) hereof in circumstances where the resolution approving the Arrangement has not received the required approval of the Northern Orion Shareholders or Post-Amendment Meeting, as applicable, and: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Yamana prior to the Northern Orion Meeting and not publicly withdrawn more than five business days prior to the Northern Orion Meeting, and (B) Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement; (iv) Yamana shall terminate this Agreement pursuant to subsection 7.03(e) hereof due to the fault of Northern Orion failing to submit the Arrangement for approval by Northern Orion Shareholders on or before the date that is required by subsection 4.01(b)(iv), unless such failure is due to any of the circumstances described in subsection 7.03(e), or an order of a court; (v) Yamana shall terminate this Agreement pursuant to subsection 7.03(f) as a result of a material breach of the covenants of Northern Orion set out in this Article 6; or (vi) Yamana shall terminate this Agreement in circumstances described in subsection 7.03(k) hereof and Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement. (b) The Termination Fee (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) shall be paid to Yamana, in the case of termination in accordance with subsection 6.03(a)(i), (ii), (iv) or (v) above, concurrently with such termination; and in the circumstances set forth in subsections 6.03(a)(iii) and (vi) above, at the time the Acquisition Proposal is completed. Northern Orion hereby acknowledges that the Termination Fee amount set out in subsection 6.03(a) (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) is a payment of liquidated damages which is a pre-estimate of the damages which Yamana will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Northern Orion hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by Yamana, Yamana shall have no further claim against Northern Orion in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Yamana from seeking injunctive relief to restrain any breach or threatened breach by the other of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection herewith.

Termination Fee Event. (a) Northern Orion shall pay or cause to be paid to Yamana a termination fee of C$35 million in immediately available funds (the "“Termination Fee"”) if: (i) Yamana shall terminate this Agreement as a result of any action of the board of directors pursuant to subsection 7.03(b) of this Agreement, provided that: (A) where such action is a Change in Recommendation permitted by subsection 6.01(c)(ii) and such Change in Recommendation is solely as a result of (a) an increase in the Meridian Offer Consideration; (b) Yamana Corporate Action; or (c) both, no Termination Fee shall be payable; and (B) where such action is a Change in Recommendation solely as a result of a transaction involving the Agua Rica project and such Change in Recommendation is permitted by subsection 6.01(c)(ii) and the Disclosure Memorandum, the sum of the Termination Fee and C$15 million shall be payable to Yamana; (ii) Northern Orion shall terminate this Agreement in order to enter into a definitive written agreement with respect to a Superior Proposal pursuant to subsection 7.03(c) hereof; (iii) either Northern Orion or Yamana shall terminate this Agreement pursuant to subsection 7.03(d) hereof in circumstances where the resolution approving the Arrangement has not received the required approval of the Northern Orion Shareholders or Post-Amendment Meeting, as applicable, and: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Yamana prior to the Northern Orion Meeting and not publicly withdrawn more than five business days prior to the Northern Orion Meeting, and (B) Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement; (iv) Yamana shall terminate this Agreement pursuant to subsection 7.03(e) hereof due to the fault of Northern Orion failing to submit the Arrangement for approval by Northern Orion Shareholders on or before the date that is required by subsection 4.01(b)(iv), unless such failure is due to any of the circumstances described in subsection 7.03(e), or an order of a court; (v) Yamana shall terminate this Agreement pursuant to subsection 7.03(f) as a result of a material breach of the covenants of Northern Orion set out in this Article 6; or (vi) Yamana shall terminate this Agreement in circumstances described in subsection 7.03(k) hereof and Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement. (b) The Termination Fee (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) shall be paid to Yamana, in the case of termination in accordance with subsection 6.03(a)(i), (ii), (iv) or (v) above, concurrently with such termination; and in the circumstances set forth in subsections 6.03(a)(iii) and (vi) above, at the time the Acquisition Proposal is completed. Northern Orion hereby acknowledges that the Termination Fee amount set out in subsection 6.03(a) (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) is a payment of liquidated damages which is a pre-estimate of the damages which Yamana will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Northern Orion hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by Yamana, Yamana shall have no further claim against Northern Orion in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Yamana from seeking injunctive relief to restrain any breach or threatened breach by the other of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection herewith.

Termination Fee Event. In the event that (each of the events below being a “Triggering Event”): (a) Northern Orion shall pay this Agreement is terminated by Offeror pursuant to subsection 7.03(c) or cause to be paid to Yamana a termination fee of C$35 million in immediately available funds (the "Termination Fee"f) if:hereof; (ib) Yamana shall terminate this Agreement as a result of any action of the board of directors is terminated by Offeror pursuant to subsection 7.03(b) hereof due to Corporation having breached its obligations under subsections 6.01 or 6.02 in a material respect; (c) this Agreement is terminated by Offeror pursuant to subsection 7.03(b) hereof through the fault (whether by commission or omission unless such commission or omission is ordered by the Court) of Corporation failing to submit the Arrangement for approval to the Corporation Shareholders, in accordance with the terms of this Agreement, provided that: on or prior to the date that is five (A5) where such action is a Change in Recommendation permitted by subsection 6.01(c)(ii) and such Change in Recommendation is solely as a result of (a) an increase in Business Days prior to the Meridian Offer Consideration; (b) Yamana Corporate Action; Completion Deadline or (c) both, no Termination Fee shall be payable; and (B) where such action is a Change in Recommendation solely as a result of a transaction involving the Agua Rica project and such Change in Recommendation is permitted by subsection 6.01(c)(ii) and the Disclosure Memorandum, the sum of the Termination Fee and C$15 million shall be payable to Yamana; (ii) Northern Orion shall terminate this Agreement in order to enter into a definitive written agreement with respect to a Superior Proposal pursuant to subsection 7.03(cCorporation has breached its obligations under section 4.01(b)(iii) hereof; (iiid) either Northern Orion an Acquisition Proposal shall have been made to Corporation and made known to Corporation Shareholders generally or Yamana shall terminate have been made directly to Corporation Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal in respect of Corporation (a “Pending Corporation Acquisition Proposal”) and such Pending Corporation Acquisition Proposal or announced intention shall not have been publicly withdrawn prior to the Corporation Meeting and, thereafter, the Corporation Shareholders do not approve the Arrangement at the Corporation Meeting, this Agreement is terminated by either Offeror or Corporation pursuant to subsection 7.03(d) or (e) hereof in circumstances where the resolution approving the Arrangement has not received the required approval of the Northern Orion Shareholders or Post-Amendment Meeting, as applicable, and: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Yamana prior to the Northern Orion Meeting and not publicly withdrawn more than five business days prior to the Northern Orion Meeting, and (B) Northern Orion enters into an agreement with respect to Corporation completes an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 within six months following the termination of this Agreement; (ive) Yamana the board of directors of Corporation shall terminate have made a Change of Corporation Recommendation in respect of a Pending Corporation Acquisition Proposal and, thereafter, the Corporation Shareholders do not approve the Arrangement at the Corporation Meeting and this Agreement is terminated by either Corporation or Offeror pursuant to subsection 7.03(e7.03(d) hereof due to the fault of Northern Orion failing to submit the Arrangement for approval by Northern Orion Shareholders on or before the date that is required by subsection 4.01(b)(iv), unless such failure is due to any of the circumstances described in subsection 7.03(e), or an order of a court; (v) Yamana shall terminate this Agreement pursuant to subsection 7.03(f) as a result of a material breach of the covenants of Northern Orion set out in this Article 6hereof; or (vif) Yamana shall terminate this Agreement in circumstances described in is terminated by Corporation pursuant to subsection 7.03(k) hereof and Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement. (b) The Termination Fee (or in the circumstances described in subsection 6.03(a)(i)(B7.03(g), the sum of the Termination Fee and C$15 million) then Corporation shall be paid pay to Yamana, in the case of termination in accordance with subsection 6.03(a)(i), (ii), (iv) or (v) above, concurrently with such termination; and Offeror in the circumstances set forth in subsections 6.03(a)(iii6.03(a), (b), (c) and or (vie) above, at the time of the termination of this Agreement or within 10 days of such termination, and, in the circumstances set forth in subsection 6.03(d) above, within five (5) days following the completion of such Acquisition Proposal is completedProposal, as consideration for Offeror’s disposition of rights under this Agreement, an amount in cash equal to $4.80 million (the “Corporation Termination Payment”), in immediately available funds. Northern Orion Corporation shall not be obligated to make more than one payment pursuant to this section 6.03. Corporation hereby acknowledges that the Corporation Termination Fee amount set out in subsection 6.03(a) (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) Payment is a payment of liquidated damages which is are a genuine pre-estimate of the damages which Yamana Offeror will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is are not a penaltypenalties. Northern Orion Corporation hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount the Corporation Termination Payment by YamanaOfferor, Yamana Offeror shall have no further claim against Northern Orion Corporation in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Yamana Offeror from seeking injunctive relief to restrain any breach or threatened breach by the other Corporation of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection herewiththerewith.

Termination Fee Event. In the event that (each of the events below being a “Triggering Event”): (a) Northern Orion shall pay this Agreement is terminated by Goldcorp pursuant to subsection 7.03(c) or cause to be paid to Yamana a termination fee of C$35 million in immediately available funds (the "Termination Fee"f) if:hereof; (ib) Yamana shall terminate this Agreement as a result of any action of the board of directors is terminated by Goldcorp pursuant to subsection 7.03(b) hereof due to Gold Eagle having breached its obligations under subsections 6.01 or 6.02 in a material respect; (c) this Agreement is terminated by Goldcorp pursuant to subsection 7.03(b) hereof through the fault (whether by commission or omission unless such commission or omission is ordered by the Court) of Gold Eagle failing to submit the Arrangement for approval to the Gold Eagle Shareholders, in accordance with the terms of this Agreement, provided that: (A) where such action on or prior to the date that is a Change in Recommendation permitted by subsection 6.01(c)(ii) and such Change in Recommendation is solely as a result of (a) an increase in five Business Days prior to the Meridian Offer Consideration; (b) Yamana Corporate Action; Completion Deadline or (c) both, no Termination Fee shall be payable; and (B) where such action is a Change in Recommendation solely as a result of a transaction involving the Agua Rica project and such Change in Recommendation is permitted by subsection 6.01(c)(ii) and the Disclosure Memorandum, the sum of the Termination Fee and C$15 million shall be payable to Yamana; (ii) Northern Orion shall terminate this Agreement in order to enter into a definitive written agreement with respect to a Superior Proposal pursuant to subsection 7.03(cGold Eagle has breached its obligations under section 4.01(b)(iii) hereof; (iiid) either Northern Orion an Acquisition Proposal shall have been made to Gold Eagle and made known to Gold Eagle Shareholders generally or Yamana shall terminate have been made directly to Gold Eagle Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal in respect of Gold Eagle (a “Pending Gold Eagle Acquisition Proposal”) and such Pending Gold Eagle Acquisition Proposal or announced intention shall not have been publicly withdrawn prior to the Gold Eagle Meeting and, thereafter, the Gold Eagle Shareholders do not approve the Arrangement at the Gold Eagle Meeting, this Agreement is terminated by either Goldcorp or Gold Eagle pursuant to subsection 7.03(d) or (e) hereof in circumstances where the resolution approving the Arrangement has not received the required approval of the Northern Orion Shareholders or Post-Amendment Meeting, as applicable, and: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Yamana prior to the Northern Orion Meeting and not publicly withdrawn more than five business days prior to the Northern Orion Meeting, and (B) Northern Orion enters into an agreement with respect to Gold Eagle completes an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 within six months following the termination of this Agreement; (ive) Yamana the Board of Directors of Gold Eagle shall terminate have made a Change of Gold Eagle Recommendation in respect of a Pending Gold Eagle Acquisition Proposal and, thereafter, the Gold Eagle Shareholders do not approve the Arrangement at the Gold Eagle Meeting and this Agreement is terminated by either Gold Eagle or Goldcorp pursuant to subsection 7.03(e7.03(d) hereof due to the fault of Northern Orion failing to submit the Arrangement for approval by Northern Orion Shareholders on or before the date that is required by subsection 4.01(b)(iv), unless such failure is due to any of the circumstances described in subsection 7.03(e), or an order of a court; (v) Yamana shall terminate this Agreement pursuant to subsection 7.03(f) as a result of a material breach of the covenants of Northern Orion set out in this Article 6hereof; or (vif) Yamana shall terminate this Agreement in circumstances described in is terminated by Gold Eagle pursuant to subsection 7.03(k) hereof and Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement. (b) The Termination Fee (or in the circumstances described in subsection 6.03(a)(i)(B7.03(g), the sum of the Termination Fee and C$15 million) shall be paid to Yamana, in the case of termination in accordance with subsection 6.03(a)(i), (ii), (iv) or (v) above, concurrently with such termination; and in the circumstances set forth in subsections 6.03(a)(iii) and (vi) above, at the time the Acquisition Proposal is completed. Northern Orion hereby acknowledges that the Termination Fee amount set out in subsection 6.03(a) (or in the circumstances described in subsection 6.03(a)(i)(B), the sum of the Termination Fee and C$15 million) is a payment of liquidated damages which is a pre-estimate of the damages which Yamana will suffer or incur as a result of the event giving rise to such damages and the resultant non-completion of the Arrangement and is not a penalty. Northern Orion hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Upon receipt of payment of such amount by Yamana, Yamana shall have no further claim against Northern Orion in respect of the failure to complete the Arrangement, provided that nothing herein shall preclude Yamana from seeking injunctive relief to restrain any breach or threatened breach by the other of any of its obligations hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection herewith.,