Common use of Termination Payment and Expense Reimbursement Clause in Contracts

Termination Payment and Expense Reimbursement. (a) The Offeror shall be entitled to a cash termination payment (the “Termination Payment”) in an amount equal to $20,000,000 upon the occurrence of any of the following events (each a “Termination Payment Event”), which shall be paid by Augusta within the time specified in respect of any such Termination Payment Event: (i) the Offeror shall have terminated this Agreement pursuant to Section 8.1(c)(i) (material breach or default by Augusta), Section 8.1(d) (failure to re-affirm), Section 8.1(e) (change in or failure to make recommendation) or Section 8.1(f) (failure to act under the Shareholder Rights Plan), in which case the Termination Payment shall be paid by 4:00 pm (Toronto time) on the day on which this Agreement is terminated; (ii) Augusta proposes to terminate this Agreement pursuant to Section 8.1(i) (acceptance of Superior Proposal), in which case Augusta shall pay the Offeror the Termination Payment prior to accepting, recommending or approving the Superior Proposal or entering into of any agreement (other than a confidentiality agreement permitted by this Agreement) relating to, a Superior Proposal; or (iii) on or after the date hereof and prior to the Expiry Time an Acquisition Proposal is publicly announced or any person has publicly announced an intention to make an Acquisition Proposal, and such Acquisition Proposal has not expired, been withdrawn or been publicly abandoned, and either: (A) an Acquisition Proposal is completed within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal; or (B) an agreement in respect of an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.1(d)) is entered into by Augusta within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, and such Acquisition Proposal is completed at any time after the date of this Agreement, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal. (b) Unless the Termination Payment is paid, the Offeror shall be entitled to an expense reimbursement payment of $5,500,000 (the “Expense Reimbursement”) if this Agreement is terminated pursuant to Sections 8.1(c)(ii) or 8.1(c)(iii) in which case the Expense Reimbursement shall be paid to the Offeror by 4:00 p.m. (Toronto time) on the day on which this Agreement is terminated. (c) Upon written notice to Augusta, the Offeror may assign its right to receive the Termination Payment or Expense Reimbursement to any affiliate (the “Offeror Assignee”). (d) The Termination Payment or Expense Reimbursement shall be paid by Augusta to the Offeror or the Offeror Assignee by wire transfer in immediately available funds to an account specified by the Offeror. For greater certainty, the obligations of Augusta under this Section 6.3 shall survive the termination of this Agreement, regardless of the circumstances thereof. (e) For greater certainty, Augusta shall not be obligated to make more than one payment of the Termination Payment under this Section 6.3 if one or more of the events specified in Section 6.3(a) occurs. Furthermore, notwithstanding any other provision of this Agreement, if Augusta has made an Expense Reimbursement payment to the Offeror or the Offeror Assignee in accordance with Section 6.3(b) and a Termination Payment subsequently becomes payable, the Termination Payment shall be reduced by the amount of any such Expense Reimbursement that has been paid.

Termination Payment and Expense Reimbursement. (a) The Offeror shall be entitled to a cash termination payment (the “Termination Payment”) in an amount equal to $20,000,000 21.6 million upon the occurrence of any of the following events (each a “Termination Payment Event”), which shall be paid by Augusta the Company, in immediately available funds, within the time specified in respect of any such Termination Payment EventEvent to an account designated by the Offeror, as consideration for disposing of rights under this Agreement: (i) the Offeror shall have terminated this Agreement pursuant to Section 8.1(c)(i8.1(c) (material intentional breach or default by Augusta), the Company) or Section 8.1(d) (failure to re-affirm), Section 8.1(e) (change in or failure to make recommendation) or Section 8.1(f) (failure to act under the Shareholder Rights Plan), in which case the Termination Payment shall be paid by 4:00 1:00 pm (Toronto time) on the day on which third Business Day after this Agreement is terminated; (ii) Augusta the Company proposes to terminate this Agreement pursuant to Section 8.1(i8.1(g) (acceptance of Superior Proposal), in which case Augusta the Company shall pay the Offeror the Termination Payment prior to accepting, recommending recommendation or approving the Superior Proposal or entering into of any definitive agreement (other than a confidentiality agreement permitted by this Agreement) relating to, a Superior Proposal; or (iii) on or after the date hereof and prior to the Expiry Time Time, (A) an Acquisition Proposal is publicly announced or any person Person has publicly announced an intention to make an Acquisition Proposal, and such Acquisition Proposal has not expired, been withdrawn or been publicly abandoned, (B) the Offer is not completed as a result of the Minimum Tender Condition not having been met, (C) the Offeror terminates this Agreement, and either: (D) the Company enters into a definitive agreement providing for the completion of an Acquisition Proposal with the Person who made the Acquisition Proposal referred to in clause (A) an above) and such Acquisition Proposal is completed within 12 nine (9) months following the later of (i) the date this Agreement is terminated and (ii) the Effective Timesuch termination, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal; or (B) an agreement in respect of an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.1(d)) is entered into by Augusta within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, and such Acquisition Proposal is completed at any time after the date of this Agreement, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion consummation of such Acquisition Proposal. (b) Unless If the Company does not have sufficient financial resources to pay the Termination Payment, in order for the Company to enter into any agreement (other than a confidentiality agreement permitted by Section 6.1(d)) relating to an Acquisition Proposal or Superior Proposal, where the entering into of such agreement or the acceptance, recommendation or approval of such Acquisition Proposal or Superior Proposal, as the case may be, (or the proposal by the Company to do so) would or may give rise to a Termination Payment Event, the Company shall not enter into any such agreement unless the Person making such Acquisition Proposal or Superior Proposal, as applicable, advances or otherwise provides to the Company the cash required for the Company to pay the Termination Payment, which amount shall be so advanced or provided prior to the date on which the Company is required to pay the Termination Payment is paid, the Offeror shall be entitled to an expense reimbursement payment of $5,500,000 (the “Expense Reimbursement”) if this Agreement is terminated pursuant to Sections 8.1(c)(ii) or 8.1(c)(iii) in which case the Expense Reimbursement shall be paid to the Offeror by 4:00 p.m. (Toronto time) on the day on which this Agreement is terminatedSection 6.3(a). (c) Upon written notice to Augustathe Company, the Offeror may assign its right to receive the Termination Payment or Expense Reimbursement to any affiliate (the “Offeror Assignee”)of its Affiliates. (d) The Company acknowledges that the amount set out in Section 6.3(a) in respect of the Termination Payment or Expense Reimbursement shall be paid by Augusta to represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Offeror will suffer or incur as a result of the Offeror Assignee by wire transfer in immediately available funds event giving rise to an account specified by the Offeror. For greater certainty, the obligations of Augusta under this Section 6.3 shall survive the such damages and resultant termination of this Agreement, regardless of the circumstances thereofand is not a penalty and irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. (e) For greater certainty, Augusta the Company shall not be obligated to make more than one payment of the Termination Payment under this Section 6.3 if one or more of the events specified in Section 6.3(a) occurs. Furthermore, notwithstanding any other provision of this Agreement, if Augusta has made an Expense Reimbursement payment to the Offeror or the Offeror Assignee in accordance with Section 6.3(b) and a Termination Payment subsequently becomes payable, the Termination Payment shall be reduced by the amount of any such Expense Reimbursement that has been paid.

Termination Payment and Expense Reimbursement. (a) The Offeror shall be entitled to a cash termination payment (the “Termination Payment”) in an amount equal to $20,000,000 43,500,000 upon the occurrence of any of the following events (each a “Termination Payment Event”), which shall be paid by Augusta CanniMed within the time specified in respect of any such Termination Payment Event: (i) the Offeror shall have terminated this Agreement pursuant to Section 8.1(c)(i8.1(c)(i)(x) (material breach or default by AugustaCanniMed), Section 8.1(d) (failure to re-affirm), or Section 8.1(e) (change in or failure to make recommendation); provided that at such time (i) the Offeror is not in default of its covenants or Section 8.1(fobligations pursuant to this Agreement, and (ii) (failure to act under the Shareholder Rights Plan)no Offeror Material Adverse Change shall have occurred, in which case the Termination Payment shall be paid by 4:00 pm (Toronto time) on the second business day following the date on which this Agreement is terminated; (ii) Augusta CanniMed proposes to terminate this Agreement pursuant to Section 8.1(i8.1(j) (acceptance of Superior Proposal), in which case Augusta CanniMed shall pay the Offeror the Termination Payment prior to accepting, recommending or approving the Superior Proposal or entering into of any the definitive agreement (other than a confidentiality agreement permitted by this Agreement) relating to, to a Superior Proposal; or (iii) on or after the date hereof and prior to the Expiry Time an Acquisition Proposal is publicly announced or any person has publicly announced an intention to make an Acquisition Proposal, and such Acquisition Proposal has not expired, been withdrawn or been publicly abandoned, and either: (A) an Acquisition Proposal is completed within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal; or (B) an agreement in respect of an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.1(d)) is entered into by Augusta within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, and such Acquisition Proposal is completed at any time after the date of this Agreement, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal. (b) Unless the Termination Payment is paid, the Offeror shall be entitled to an expense reimbursement payment of up to $5,500,000 9,500,000 (the “Expense Reimbursement”) if this Agreement is terminated pursuant to Sections 8.1(c)(ii8.1(c)(i)(y) or 8.1(c)(iii) in which case the Expense Reimbursement shall be paid to the Offeror by 4:00 p.m. (Toronto time) on the day on which this Agreement is terminated. (c) Upon written notice to AugustaCanniMed, the Offeror may assign its right to receive the Termination Payment or Expense Reimbursement to any affiliate (the “Offeror Assignee”). (d) CanniMed shall be entitled to the reverse Termination Payment of $43,500,000 (the “Reverse Termination Payment”), if this Agreement is terminated pursuant to Sections 8.1(i). The Reverse Termination Payment shall be paid by the Offeror within three business days of the day on which this Agreement is terminated in accordance with Section 8.1(i). (e) The Termination Payment or Expense Reimbursement shall be paid by Augusta CanniMed to the Offeror or the Offeror Assignee by wire transfer in immediately available funds to an account specified by the Offeror. The Reverse Termination Payment shall be paid by the Offeror to CanniMed by wire transfer in immediately available funds to an account specified by CanniMed. For greater certainty, the obligations of Augusta CanniMed and the Offeror under this Section 6.3 shall survive the termination of this Agreement, regardless of the circumstances thereof. (ef) For greater certainty, Augusta CanniMed shall not be obligated to make more than one payment of the Termination Payment under this Section 6.3 if one or more of the events specified in Section 6.3(a) occurs. Furthermore, notwithstanding any other provision of this Agreement, if Augusta CanniMed has made an Expense Reimbursement payment to the Offeror or the Offeror Assignee in accordance with Section 6.3(b) and a Termination Payment subsequently becomes payable, the Termination Payment shall be reduced by the amount of any such Expense Reimbursement that has been paid.

Termination Payment and Expense Reimbursement. (a) The Offeror shall be entitled to a cash termination payment (the “Termination Payment”) in an amount equal to $20,000,000 43,500,000 upon the occurrence of any of the following events (each a “Termination Payment Event”), which shall be paid by Augusta CanniMed within the time specified in respect of any such Termination Payment Event: (i) the Offeror shall have terminated this Agreement pursuant to Section 8.1(c)(i8.1(c)(i)(x) (material breach or default by AugustaCanniMed), Section 8.1(d) (failure to re-affirm), or Section 8.1(e) (change in or failure to make recommendation); provided that at such time (i) the Offeror is not in default of its covenants or Section 8.1(fobligations pursuant to this Agreement, and (ii) (failure to act under the Shareholder Rights Plan)no Offeror Material Adverse Change shall have occurred, in which case the Termination Payment shall be paid by 4:00 pm (Toronto time) on the second business day following the date on which this Agreement is terminated; (ii) Augusta CanniMed proposes to terminate this Agreement pursuant to Section 8.1(i8.1(j) (acceptance of Superior Proposal), in which case Augusta CanniMed shall pay the Offeror the Termination Payment prior to accepting, recommending or approving the Superior Proposal or entering into of any the definitive agreement (other than a confidentiality agreement permitted by this Agreement) relating to, to a Superior Proposal; or (iii) on or after the date hereof and prior to the Expiry Time an Acquisition Proposal is publicly announced or any person has publicly announced an intention to make an Acquisition Proposal, and such Acquisition Proposal has not expired, been withdrawn or been publicly abandoned, and either: (A) an Acquisition Proposal is completed within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal; or (B) an agreement in respect of an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.1(d)) is entered into by Augusta within 12 months following the later of (i) the date this Agreement is terminated and (ii) the Effective Time, and such Acquisition Proposal is completed at any time after the date of this Agreement, in which case the Termination Payment shall be paid to the Offeror concurrently with the completion of such Acquisition Proposal. (b) Unless the Termination Payment is paid, the Offeror shall be entitled to an expense reimbursement payment of up to $5,500,000 9,500,000 (the “Expense Reimbursement”) if this Agreement is terminated pursuant to Sections 8.1(c)(ii8.1(c)(i)(y) or 8.1(c)(iii) in which case the Expense Reimbursement shall be paid to the Offeror by 4:00 p.m. (Toronto time) on the day on which this Agreement is terminated. (c) Upon written notice to AugustaCanniMed, the Offeror may assign its right to receive the Termination Payment or Expense Reimbursement to any affiliate (the “Offeror Assignee”). (d) CanniMed shall be entitled to the reverse Termination Payment of $43,500,000 (the “Reverse Termination Payment”), if this Agreement is terminated pursuant to Sections 8.1(i). The Reverse Termination Payment shall be paid by the Offeror within three business days of the day on which this Agreement is terminated in accordance with Section 8.1(i). (e) The Termination Payment or Expense Reimbursement shall be paid by Augusta CanniMed to the Offeror or the Offeror Assignee by wire transfer in immediately available funds to an account specified by the Offeror. The Reverse Termination Payment shall be paid by the Offeror to CanniMed by wire transfer in immediately available funds to an account specified by CanniMed. For greater certainty, the obligations of Augusta CanniMed and the Offeror under this Section 6.3 shall 6.3shall survive the termination of this Agreement, regardless of the circumstances thereof. (ef) For greater certainty, Augusta CanniMed shall not be obligated to make more than one payment of the Termination Payment under this Section 6.3 if one or more of the events specified in Section 6.3(a) occurs. Furthermore, notwithstanding any other provision of this Agreement, if Augusta CanniMed has made an Expense Reimbursement payment to the Offeror or the Offeror Assignee in accordance with Section 6.3(b) and a Termination Payment subsequently becomes payable, the Termination Payment shall be reduced by the amount of any such Expense Reimbursement that has been paid.