Quantum eMotion Corp
For the period ended Oct 13, 2026. Filed Oct 13, 2026.
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Oct 13, 2026 · Filed Oct 13, 2026
Use the contents to explore the available documents and sections.
QNC$0.86+0.0%Stored close · as of Nov 6, 2026
Contents
EX-99.1 · Section 7.2 Termination
Section 7.2 Termination
| (1) | This Agreement may be terminated prior to the Effective Time by: |
| (a) | the mutual written agreement of the Parties; or |
| (b) | either the Company or the Purchaser if: |
| (i) | the Arrangement Resolution is not approved by the Shareholders at the Company Meeting in accordance with the Interim Order; or |
| (ii) | after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company, the Parent or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement; or |
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| (iii) | the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or |
| (iv) | any event occurs as a result of which the condition set forth Section 6.1(3) [Stock Exchange Approvals] is not capable of being satisfied by the Outside Date; or |
| (c) | the Company if: |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under this Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser and Parent Reps and Warranties Condition] or Section 6.3(2) [Purchaser and Parent Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.12(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied; or |
| (ii) | prior to the approval of the Arrangement Resolution by the Shareholders, the Board authorizes the Company to enter into a definitive agreement with respect to a Superior Proposal in compliance with Section 5.3 and Section 5.4, provided that the Company has previously paid, or concurrently pays, the Termination Fee to the Parent in accordance with Section 8.2 and provided further that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied; or |
| (iii) | all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on the Effective Date, each of which is then capable of being satisfied) and the Purchaser fails to complete the Arrangement within three (3) Business Days following the date on which the Closing was required to occur pursuant to Section 2.7(2); or |
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| (d) | the Purchaser if: |
| (i) | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [Company Reps and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.12(3); provided that neither the Purchaser nor the Parent are then in breach of this Agreement so as to cause any condition in Section 6.3(1) [Purchaser and Parent Representations and Warranties Condition] or Section 6.3(2) [Purchaser and Parent Covenants Condition] not to be satisfied; or |
| (ii) | (A) the Board or any committee of the Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Company Meeting, if sooner), (C) the Board or any committee of the Board fails to publicly reaffirm the Board Recommendation (without qualification) within five Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting) (collectively, a “Change in Recommendation”) or (E) the Company breaches Article 5 in any material respect; or |
| (iii) | any event occurs as a result of which the condition set forth in Section 6.2(5) [Required Consents] or Section 6.2(6) [Dissent Rights] is not capable of being satisfied by the Outside Date; or |
| (iv) | since the date of this Agreement, a Material Adverse Effect has occurred. |
| (2) | Subject to Section 4.12(3), if applicable, the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right. |
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