Common use of Non-Completion Fee Clause in Contracts

Non-Completion Fee. If at any time after the execution of this Agreement (and provided there is no material breach or non-performance by Hawker of a material provision of this Agreement in any respect): (a) the Board of Directors of Zorin has withdrawn or, in any manner adverse to Hawker, redefined, modified or changed any of its recommendations referred to in Section 2.2, or shall have resolved to do so; (b) any bona fide Take-over Proposal for the Zorin Shares is publicly announced or commenced, and the Board of Directors of Zorin shall have failed to publicly reaffirm and maintain its recommendation of the Offer to Zorin’s shareholders within 2 days after the public announcement or commencement of any such Take-over Proposal; (c) the Board of Directors of Zorin shall have recommended that Zorin’s shareholders deposit their Zorin Shares under, vote in favour of, or otherwise accept, a Take-over Proposal; (d) Zorin shall have entered into any agreement with any person with respect to a Take-over Proposal prior to the Expiry Time of the Offer, excluding a confidentiality agreement entered into in compliance with Section 8.3; or (e) another Take-over Proposal is publicly announced, proposed, offered or made to Zorin’s shareholders or to Zorin prior to the Expiry Time of the Offer, the Offer shall have expired and not been consummated by reason of the Minimum Condition not being satisfied, and such Take-over Proposal has been completed within 365 days of expiry of the Offer, Zorin shall upon the occurrence of any such event and in any event within one Business Day pay to Hawker the amount of $375,000. Such payment shall be made in immediately available funds to an account designated by Hawker. On the date of the earliest of any of the events specified in Sections 8.2(a) to 8.2(e), Zorin shall be deemed to hold such amount in trust for Hawker. Any payment pursuant to Section 8.2 shall be without prejudice to the rights or remedies available to Hawker upon the breach of any provision of this Agreement by Zorin. For the purposes of Section 8.2(b), an announcement by the Board of Directors of Zorin that it does not have all the information necessary to properly evaluate the Take-over Proposal and accordingly is reaffirming and maintaining its recommendation of the Offer pending receipt and analysis of additional information shall not constitute an event within the ambit of Section 8.2(b) hereof or trigger any obligations to make the payment contemplated by this Section, provided that the Board of Directors of Zorin, not less than five days before the Expiry Time of the Offer, publicly reaffirms and maintains its recommendation of the Offer as set forth in Section 2.2(a) to holders of Zorin Shares without the foregoing qualification in respect of receipt and analysis of additional information relating to the Take-over Proposal.

Non-Completion Fee. If at any time after the execution of this Agreement (and provided there is no material breach or non-performance by Hawker Burlington of a material provision of this Agreement in any respect): (a) the Board of Directors of Zorin Canadian Hunter has withdrawn or, in any manner adverse to HawkerBurlington, redefined, modified or changed any of its recommendations referred to in Section 2.2, or shall have resolved to do so; (b) any bona fide Take-over Proposal for the Zorin Canadian Hunter Shares is publicly announced or commenced, and the Board of Directors of Zorin Canadian Hunter shall have failed to publicly reaffirm and maintain its recommendation of the Offer to Zorin’s Canadian Hunter's shareholders within 2 10 days after the public announcement or commencement of any such Take-over Proposal; (c) the Board of Directors of Zorin Canadian Hunter shall have recommended that Zorin’s Canadian Hunter's shareholders deposit their Zorin Canadian Hunter Shares under, vote in favour of, or otherwise accept, a Take-over Proposal; (d) Zorin Canadian Hunter shall have entered into any agreement with any person with respect to a Take-over Proposal prior to the Expiry Time of the Offer, excluding a confidentiality agreement entered into in compliance with Section 8.3; or (e) another a Take-over Proposal is publicly announced, proposed, offered or made to Zorin’s Canadian Hunter's shareholders or to Zorin Canadian Hunter prior to the Expiry Time of the Offer, the Offer shall have expired and not been consummated by reason of the Minimum Condition not being satisfied, and such Take-over Proposal has been completed within 365 180 days of expiry of the Offer, Zorin Canadian Hunter shall upon the occurrence of any such event and in any event within one Business Day pay to Hawker Burlington the amount of $375,00085 million. Such payment shall be made in immediately available funds to an account designated by HawkerBurlington. On the date of the earliest of any of the events specified in Sections 8.2(a) to 8.2(e(e), Zorin Canadian Hunter shall be deemed to hold such amount in trust for HawkerBurlington. In the event that a Take-over Proposal is publicly announced, proposed, offered or made to holders of Canadian Hunter Shares as contemplated by Section 8.2(e), Canadian Hunter agrees to deliver to Burlington, at least 3 Business Days prior to the scheduled expiry of such Take-over Proposal, an irrevocable letter of credit, in form satisfactory to Burlington, acting reasonably, drawable within one Business Day after Burlington shall have delivered to the issuing party a written certificate confirming the occurrence of an event specified in Section 8.2(e) or such other form of security as is satisfactory to Burlington, acting reasonably. Any payment pursuant to Section 8.2 shall be without prejudice to the rights or remedies available to Hawker Burlington upon the breach of any provision of this Agreement by ZorinAgreement. For the purposes of Section 8.2(b), an announcement by the Board of Directors of Zorin Canadian Hunter that it does not have all the information necessary to properly evaluate the Take-over Proposal and accordingly is reaffirming and maintaining its recommendation of the Offer pending receipt and analysis of additional information shall not constitute an event within the ambit of Section 8.2(b) hereof or trigger any obligations to make the payment contemplated by this Section, provided that the Board of Directors of ZorinCanadian Hunter, not less than five days before the Expiry Time of the Offer, publicly reaffirms and maintains its recommendation of the Offer as set forth in Section 2.2(a) to holders of Zorin Canadian Hunter Shares without the foregoing qualification in respect of receipt and analysis of additional information relating to the Take-over Proposal.