Extract to table

-based, the offer must comply in all material respects with the U

Specifically, shares of Ridgeline common stock validly tendered and not withdrawn in the offer, together with any shares of Ridgeline common stock owned by Torchlight at the time of expiration (currently zero shares), must represent at least a majority of the total number of shares of Ridgeline common stock then outstanding on a fully diluted basis

(c) All required regulatory approvals, including clearance under the HSR Act and the Investment Canada Act, shall have been obtained or the applicable waiting periods shall have expired or been terminated

If the Agreement is terminated as a result of the Ridgeline Board's withdrawal or adverse modification of its recommendation to shareholders, or if Ridgeline accepts a Superior Proposal, Ridgeline shall pay to Torchlight a termination fee equal to 3

If the Agreement is terminated as a result of Torchlight's failure to obtain required regulatory approvals (including HSR Act clearance or Investment Canada Act clearance), Torchlight shall pay to Ridgeline a reverse termination fee equal to 5

Security Interest Release Because the Notes are senior secured obligations of Ridgeline, with a first-priority security interest in substantially all of Ridgeline's assets, the security interests must be released at closing in connection with the note payoff