15m fee will not be payable

From the merger proposal:

11. Undertaking
11.1 Undertaking to reimburse fees, costs, losses and expenses
Subject to this document and to the extent permitted by law, Sundance undertakes to Gindalbie
that it will forthwith pay to Gindalbie a fee of $15,000,000 as compensation for costs and
expenses incurred by Gindalbie in relation to the Scheme and performing its obligations under
this document if any of the following events occurs:
(a) there has been a breach by Sundance of its obligations under clause 10;
(b) any of the Sundance directors do not exercise any votes attached to any Sundance
Shares and Sundance Options which he or she holds or controls in favour of the Scheme
at the Scheme Meetings other than because of an opinion from the Independent Expert
that the Scheme is not in the best interest of Sundance Shareholders and Sundance
Optionholders;
(c) a Third Party Proposal is announced and as a result of that Third Party Proposal:
(i) a person other than Gindalbie acquires legally and beneficially more than 50% of
the voting shares in Sundance; or
(ii) the Third Party Proposal is otherwise consummated;
(d) any of Sundance’s independent directors fail to recommend the Scheme or withdraw,
revise, revoke or qualify a recommendation previously made (whether or not that
failure, withdrawal, revocation, qualification or revision is otherwise in breach of this
document) other than because of an opinion from the Independent Expert that the
Scheme is not in the best interests of Sundance Shareholders and Sundance
Optionholders;
(e) ASIC raises an objection to the Scheme as a result of a material non-compliance by
Sundance with any of its obligations under this document which are not remedied by
Sundance and that objection prevents the Scheme from proceeding;
(f) the Court fails to approve the terms of the Scheme for which Sundance Shareholder
Approval and Sundance Optionholder Approval have been obtained as a result of a
material non-compliance by Sundance of its obligations under this document; or
(g) the Effective Date has not occurred prior to the Sunset Date as a consequence of a
material non-compliance by Sundance with any of its obligations under this document.
11.2 Compliance with law
If it is found that Sundance's undertakings under clause 11.1, or any payment made in
accordance with those clauses, or all or any part of any such payment (the Impugned Amount):
(a) is or was or would be unlawful;
(b) involves or involved or would involve a breach of the duties of the directors of the
company making the payment (Payer); or
(c) constitutes, constituted or would constitute "Unacceptable Circumstances" as that term
is defined in the Corporations Act,
then:
(d) the undertaking shall not apply to the extent of the Impugned Amount;
(e) the Payer shall have a good defence to any claim for the Impugned Amount; and
if the other party has been paid the Impugned Amount, the party must immediately refund the
Impugned Amount to the Payer.

Please note section 11.1 (d):
(d) any of Sundance’s independent directors fail to recommend the Scheme or withdraw,
revise, revoke or qualify a recommendation previously made (whether or not that
failure, withdrawal, revocation, qualification or revision is otherwise in breach of this
document) other than because of an opinion from the Independent Expert that the
Scheme is not in the best interests of Sundance Shareholders and Sundance
Optionholders;

Thank you GBG downrampers for your complete lack of knowledge of the proposal, or what SDL have to offer.