Common use of Break Fee Clause in Contracts

Break Fee. (a) Subject to clauses 8.3(b) and 8.3(c), the Target must pay to the Offeror the Break Fee, without withholding or set off, within five Business Days of receiving a written demand from the Offeror for payment of the Break Fee if: (i) during the Offer Period and up until and including the Offer Condition Date, any Target Independent Director fails to recommend that Target Shareholders accept the Offer, or publicly changes (including by attaching qualifications to) or withdraws (including by abstaining) that recommendation; (ii) a Competing Proposal is announced or made before the Offer Condition Date and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any of the Target Directors; (iii) any Target Director who holds Target Shares or who has control over Target Shares (Target Director Target Shares) does not accept the Offer (or procures that any Target Director Target Share is not accepted into the Offer), other than where the Target receives a Competing Proposal and a majority of the Target Board determines that the Competing Proposal constitutes an Unmatched Superior Proposal and, after considering the matter in good faith, recommends that Target Shareholders accept, or vote in favour of, the Competing Proposal; (iv) a Competing Proposal is announced or made before the Offer Condition Date and is completed at any time prior to the first anniversary of the date of this agreement and, as a result, a third party acquires a Relevant Interest and/or economic interest in at least 50% of the Target Shares; (v) the Target breaches a material provision of this agreement (including a breach of warranty) and, to the extent that the breach is capable of remedy, that breach is not remedied by the Target within five Business Days of it receiving notice from Offeror of the details of the breach; or (vi) a Prescribed Occurrence occurs between the date of this agreement and the Offer Closing Date. (b) Despite any other term of this agreement, the Target will not be required to pay the Break Fee more than once. (c) Despite any other term of this agreement, the Break Fee will not be payable to the Offeror if the Offer is completed notwithstanding the occurrence of any event in clause 8.3(a) (in which case the Break Fee, if already paid, must be refunded by the Offeror).

Break Fee. 20.1 If any of the following events occur, Chaucer shall pay to Hanover the Break Fee in accordance with the provisions of Clause 20.2 and 20.3: 20.1.1 the Scheme or the Offer, as the case may be, is withdrawn or lapses and, before that time, an Alternative Proposal is announced which Alternative Proposal subsequently becomes or is declared wholly unconditional, becomes effective or is otherwise completed before or within 12 months of the date on which the Scheme, or the Offer, is withdrawn or lapses; or 20.1.2 whether the Acquisition is being implemented by means of the Scheme or the Offer, the Board of Chaucer do not unanimously and without qualification recommend that Chaucer shareholders vote in favour of the Scheme Resolution and the Chaucer General Meeting Resolutions or accept the Offer, as the case may be, or, having made such a recommendation the Board of Chaucer (or any committee of such Board) at any time withdraw, or adversely modify, or qualify such recommendation or Chaucer or the Chaucer Directors fail to take all appropriate and necessary steps or fail to comply in any material respect with its or their obligations in accordance with the Timetable and in the manner contemplated by this Agreement to implement the Scheme or the Offer, as the case may be; or 20.1.3 the Chaucer General Meeting Resolutions required to implement the Scheme and the Acquisition and/or the Scheme Resolution are not passed by the requisite majorities and the Scheme is subsequently withdrawn, is not implemented or lapses. 20.2 Chaucer shall pay the Break Fee no later than five (5) Business Days after demand from Hanover which may only be made after the withdrawal, failure to implement or lapse of the Scheme or the Offer, or in the circumstances set out in Clause 20.1.1 after the Alternative Proposal becomes or is declared wholly unconditional, becomes effective or is otherwise completed, as applicable. All sums payable under this Clause 20 shall be paid in the form of an electronic funds transfer for same day value to such person and such bank account or accounts as may be notified by Hanover to Chaucer and shall be paid in full, free from any deduction or withholding whatsoever (save only as may be required by law) and without regard to any lien, right of set-off, counterclaim or otherwise. 20.3 The Parties intend and shall use all reasonable endeavours to secure that the Break Fee is not treated for VAT purposes as consideration for a taxable supply. If and to the extent that H.M. Revenue & Customs determine that the Break Fee is consideration for a taxable supply, and that Chaucer (or the representative member of a VAT group of which Chaucer is a member) is chargeable to VAT in respect of such supply, all or part of which is not recoverable by Chaucer (or such representative member, as appropriate), then (a) Subject the amount payable by Chaucer to clauses 8.3(b) and 8.3(c), the Target must pay to the Offeror the Break Fee, without withholding or set off, within five Business Days of receiving a written demand from the Offeror for payment Hanover in respect of the Break Fee if: (i) during shall be reduced so that the Offer Period and up until and including the Offer Condition Dateamount payable, together with any Target Independent Director fails to recommend that Target Shareholders accept the Offer, or publicly changes (including by attaching qualifications to) or withdraws (including by abstaining) that recommendation; (ii) a Competing Proposal is announced or made before the Offer Condition Date and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any irrevocable VAT arising in respect of the Target Directors; (iii) any Target Director who holds Target Shares or who has control over Target Shares (Target Director Target Shares) does not accept supply for which the Offer (or procures that any Target Director Target Share payment is not accepted into the Offer)consideration, other than where the Target receives a Competing Proposal and a majority of the Target Board determines that the Competing Proposal constitutes an Unmatched Superior Proposal and, after considering the matter in good faith, recommends that Target Shareholders accept, or vote in favour of, the Competing Proposal; (iv) a Competing Proposal is announced or made before the Offer Condition Date and is completed at any time prior equal to the first anniversary of the date of this agreement and, as a result, a third party acquires a Relevant Interest and/or economic interest in at least 50% of the Target Shares; Break Fee; and (vb) the Target breaches a material provision of this agreement (including a breach of warranty) and, to the extent that the breach is capable Chaucer has already paid an amount to Hanover in respect of remedy, that breach is not remedied by the Target within five Business Days of it receiving notice from Offeror of the details of the breach; or (vi) a Prescribed Occurrence occurs between the date of this agreement and the Offer Closing Date. (b) Despite any other term of this agreement, the Target will not be required to pay the Break Fee more than once. which exceeds the amount described in sub-clause (ca) Despite any other term above, Hanover shall repay to Chaucer such amount as will ensure that the aggregate amount paid by Chaucer by way of Break Fee, together with the irrecoverable VAT mentioned in sub-clause (a) above and less the repayment mentioned in this agreementsub-clause (b), the Break Fee will not be payable is equal to the Offeror if the Offer is completed notwithstanding the occurrence of any event in clause 8.3(a) (in which case the Break Fee, if already paid, must . 20.4 Nothing in this Agreement shall oblige Chaucer to pay any amount which the Panel determines would not be refunded permitted by Rule 21.2 of the Offeror)Code.

Break Fee. 6.1 Payment of costs incurred by Bidder (a) Subject to clauses 8.3(b) and 8.3(c), the Target must pay to the Offeror the Break Fee, without withholding or set off, within five Business Days of receiving a written demand from the Offeror for payment of the Break Fee if: (i) during the Offer Exclusivity Period and up until and including the Offer Condition Date, any Target Independent Director fails to recommend that Target Shareholders LRF1 Unitholders accept the OfferTakeover Bid in the absence of a Superior Proposal or, having made such a recommendation, makes a public statement which withdraws, revises, or publicly changes qualifies that recommendation, except in circumstances where LinQ Capital has validly terminated this Agreement under clause 9.1(a); (b) during the Exclusivity Period, the Board or any Director recommends that LRF1 Unitholders accept, vote in favour of or otherwise support (including support by attaching qualifications toway of accepting or voting, or by way of stating an intention to accept or vote, in respect of units a Director owns, controls or otherwise has a Relevant Interest in) a Competing Proposal of any kind which is announced (whether or withdraws not such proposal is stated to be subject to any pre-conditions) during the Exclusivity Period; (including by abstainingc) a Competing Proposal of any kind is announced during the Exclusivity Period (whether or not such proposal is stated to be subject to any pre-condition) and within 6 months from the date of such announcement, the Third Party or any Associate of that recommendation;Third Party: (i) completes a Competing Proposal of a kind referred to in any of paragraphs (a) to (d) (inclusive) of the definition of Competing Proposal (excluding paragraph (a)(i)); or (ii) a Competing Proposal is announced or made before the Offer Condition Date and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any of the Target Directors; (iii) any Target Director who holds Target Shares or who has control over Target Shares (Target Director Target Shares) does not accept the Offer (or procures that any Target Director Target Share is not accepted into the Offerwithout limiting 6.1(c)(i), other than where the Target receives a Competing Proposal and a majority of the Target Board determines that the Competing Proposal constitutes an Unmatched Superior Proposal and, after considering the matter in good faith, recommends that Target Shareholders accept, acquires (either alone or vote in favour of, the Competing Proposal; (ivtogether with any Associate or Associates) a Competing Proposal is announced or made before the Offer Condition Date and is completed at any time prior to the first anniversary of the date of this agreement and, as a result, a third party acquires a Relevant Interest and/or economic interest in at least more than 50% of the Target SharesLRF1 Units; (vd) LinQ Capital or any of its Directors does (or omits to do) anything (whether or not it may be permitted by the Target breaches terms of this Agreement) which results in any of the Bid Conditions being breached or incapable of being fulfilled and the Bidder declares the Takeover Bid free of the breached conditions (which the Bidder is under no obligation to do); or (e) during the Exclusivity Period, there is a material provision breach of this agreement (including a breach of warranty) and, to the extent that the breach is capable of remedy, Agreement by LinQ Capital and that breach is not remedied by the Target within five 10 Business Days of it receiving after the Bidder gives LinQ Capital written notice from Offeror of requesting the details cessation of the breach; or (vi) a Prescribed Occurrence occurs between the date of this agreement and the Offer Closing Date. (b) Despite any other term of this agreement, the Target will not be required to pay the Break Fee more than once. (c) Despite any other term of this agreement, the Break Fee will not be payable to the Offeror if the Offer is completed notwithstanding the occurrence of any event in clause 8.3(a) (in which case the Break Fee, if already paid, must be refunded by the Offeror).