Common use of Termination and Other Payments Clause in Contracts

Termination and Other Payments. (a) If: (i) Holdings shall terminate this Agreement pursuant to Section 6.2(c)(iii) or (ii) 724 Solutions shall terminate this Agreement pursuant to Section 6.2(c)(iv), then in any such case 724 Solutions shall (A) pay to Holdings (or as Holdings may otherwise direct) US$750,000 (the “Termination Payment”) in immediately available funds to an account designated by Holdings and (B) reimburse Holdings and its Affiliates for their Reimbursable Expenses (the “Expense Reimbursement”). The Termination Payment shall be made (A) in the case of a termination by Holdings, within three business days after written notice of termination by Holdings, and (B) in the case of a termination by 724 Solutions, immediately prior to such termination. The Expense Reimbursement shall be made promptly following receipt of an invoice therefor from Holdings or its Affiliates with supporting invoices for the out-of-pocket expenses incurred; provided, however, that such invoices may redact any confidential information or information constituting attorney-client work product of Holdings or its Affiliates. (b) If Holdings or 724 Solutions terminates this Agreement pursuant to Section 6.2(c)(v) or 6.2(c)(vi) and concurrently with such termination or within 12 months following the date of such termination, 724 Solutions becomes subject to or enters into an agreement with respect to, or submits for approval, an Acquisition Proposal and such Acquisition Proposal is consummated, then 724 Solutions shall also pay Holdings (or as Holdings may otherwise direct), immediately upon the consummation of the Acquisition Proposal, the Termination Payment and Expense Reimbursement; provided that, for purposes of this Section 6.3(b) only, “Acquisition Proposal” shall mean a proposal or offer with respect to any merger, amalgamation, consolidation, arrangement, business combination, recapitalization, take-over bid, sale of assets representing greater than 25% of the fair market value of 724 Solutions, a sale of equity of 724 Solutions or rights on interest therein or thereto representing more than 25% of any class or series of equity securities of 724 Solutions, or similar transactions involving 724 Solutions or any Subsidiary.

Termination and Other Payments. (a1) If: (ia) Holdings Acquisitionco shall terminate this Agreement pursuant to Section 6.2(c)(iii) 6.2(3)(c); or (iib) 724 Solutions the Company shall terminate this Agreement pursuant to Section 6.2(c)(iv6.2(3)(d), then in any such case 724 Solutions the Company shall (A) pay to Holdings Acquisitionco (or as Holdings Acquisitionco may otherwise direct) US$750,000 $27,400,000 (the “Termination Payment”"TERMINATION PAYMENT") in immediately available funds to an account designated by Holdings and (B) reimburse Holdings and its Affiliates for their Reimbursable Expenses (the “Expense Reimbursement”)Acquisitionco. The Termination Payment Such payment shall be made (Ai) in the case of a termination by HoldingsAcquisitionco, within three business days one Business Day after written notice of termination by HoldingsAcquisitionco, and (Bii) in the case of a termination by 724 Solutionsthe Company, immediately prior to such termination. The Expense Reimbursement Company shall not be obligated to make more than one payment pursuant to this Section 6.3(1). (2) If this Agreement is terminated pursuant to Section 6.2(3)(e), the Company shall pay to Acquisitionco (or as Acquisitionco may otherwise direct) US$20,000,000 (the "HEDGING COST REIMBURSEMENT") in immediately available funds to an account designated by Acquisitionco as payment of Acquisitionco's hedging costs in connection with the Transaction. Such payment shall be made promptly following receipt (i) in the case of an invoice therefor from Holdings or its Affiliates with supporting invoices for a termination by Acquisitionco, within one Business Day after written notice of termination by Acquisitionco, and (ii) in the out-of-pocket expenses incurred; providedcase of a termination by the Company, however, that immediately prior to such invoices may redact any confidential information or information constituting attorney-client work product of Holdings or its Affiliatestermination. The Company shall not be obligated to make more than one payment pursuant to this Section 6.3(1). (b3) If Holdings Acquisitionco or 724 Solutions the Company terminates this Agreement pursuant to Section 6.2(c)(v6.2(3)(e), 6.2(3)(f)(i) (as a result of an intentional or wilful breach of a representation or warranty), 6.2(3)(f)(ii) or 6.2(c)(vi6.2(3)(g) and concurrently with such termination or within 12 months following the date of such termination, 724 Solutions becomes subject the Company enters into, or submits to or enters into the shareholders of the Company for approval, an agreement with respect toto an Acquisition Proposal, or submits for approval, an Acquisition Proposal and such Acquisition Proposal is consummated, then 724 Solutions the Company shall also pay Holdings Acquisitionco (or as Holdings Acquisitionco may otherwise direct), ) immediately upon the consummation occurrence of such event the Acquisition Proposal, Termination Payment. (4) In the event that the Company fails to pay the Termination Payment and Expense Reimbursement; provided thator the Hedging Cost Reimbursement on the date as required by this Section, for purposes of this Section 6.3(b) only, “Acquisition Proposal” the unpaid amount shall mean bear interest at a proposal or offer with respect rate equal to any merger, amalgamation, consolidation, arrangement, business combination, recapitalization, take-over bid, sale of assets representing greater than 258% of the fair market value of 724 Solutions, a sale of equity of 724 Solutions or rights on interest therein or thereto representing more than 25% of any class or series of equity securities of 724 Solutions, or similar transactions involving 724 Solutions or any Subsidiaryper annum.