RE:RE:45 million break fee is NOT incurred if no transaction The Legacy Arrangement is subject to Legacy shareholder approval as well as customary regulatory, court and other approvals. The Legacy Arrangement provides for, among other things, a non-solicitation covenant on the part of Legacy, subject to customary "fiduciary out" provisions that entitle Legacy to consider and accept a superior proposal and gives Crescent Point the right to match any superior proposal. The Arrangement Agreement obligates Legacy to pay a $45 million termination fee to Crescent Point in certain circumstances, including if Legacy enters into an agreement with respect to a superior proposal or if the board of directors of Legacy withdraws or modifies its recommendation with respect to the Legacy Arrangement. The Legacy Arrangement is expected to close on or about June 30, 2015.