Common use of 1Termination Clause in Contracts

1Termination. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of Purchaser and Merger Sub, on the one hand, and the Company, on the other hand; (b) by Purchaser and Merger Sub, providing written notice to the Company, if the Stockholders Consent has not been obtained by the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement.

1Termination. This Agreement may be terminated terminated: (a) at any time prior to the Closing only as follows: (a) Date by mutual written consent agreement of Purchaser Xxxxx and Merger Sub, on the one hand, and the Company, on the other handXxxxxx; (b) by Purchaser and Merger Sub, providing written notice to the Company, either Buyer or Seller if the Stockholders Consent has Closing shall not been obtained by have occurred on or prior to December 20, 2024 (the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination “Outside Date”); provided, however, that no cure period the right to terminate this Agreement under this Section 9.1(b) shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice available to Purchaser and Merger Sub, if there any Party whose failure to fulfill any obligation under this Agreement has been a breach of the representations and warranties cause of, or covenants and agreements by Purchaser or Merger Sub set forth in this Agreementresulted in, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger Closing to occur on or before such date or who is otherwise in material breach of any representation, warranty, covenant or other agreement contained herein; (c) by either Buyer or Seller by giving written notice to the other Party if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such action order, decree, ruling or other Claim shall not be subject to appeal or shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any Party whose failure to act constitutes fulfill any obligation under this Agreement has been the primary cause of, or resulted in, such order, decree or ruling or other action; or (d) by either Buyer or Seller by giving written notice to the other Party if there has been a breach by such other Party of any representation, warranty or covenant contained in this AgreementAgreement and (i) such breach would result in the failure to satisfy one or more of the conditions to Closing of the Party sending such notice (set forth in Section 7.2 or Section 7.3, as applicable) and (ii) such breach, if of a character that is capable of being cured, is not cured by the breaching Party within thirty (30) days of its receipt of such written notice from the other Party; provided that (x) Buyer shall not be permitted to terminate this Agreement if Buyer is then in material breach of any of its representations, warranties, covenants or other agreements contained ​ ​ herein and such breach would result in the failure to satisfy one or more of the conditions to the Closing set forth in Section 7.3 and (y) Seller shall not be permitted to terminate this Agreement if Seller are then in material breach of any of their representations, warranties, covenants or other agreements contained herein and such breach would result in the failure to satisfy one or more of the conditions to Closing set forth in Section 7.2.

1Termination. This Agreement may be terminated at any time on or prior to the Closing only as followsEffective Time, whether before or after the Company Stockholder Approval has been received: (a) by With the mutual written consent of Purchaser and Merger Sub, on the one hand, and each of the Company, on the other hand; (b) by Purchaser and Merger Sub, providing written notice to the Company, if the Stockholders Consent has not been obtained by the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser Parent and Merger Sub; (cb) by Purchaser and Merger Sub, providing written notice to By either the CompanyCompany or Parent, if there has been a breach the Closing of the representations Merger shall not have occurred on or before February 26, 2016, unless extended pursuant to terms and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of subject to the conditions set forth in Sections ‎7.3(aSection 2.2(b)(vii) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof Disclosure Letter (the “Termination Date”); (c) By the Company, provided that if Purchaser does not exercise Parent shall have breached or failed to perform any of its Termination Right during representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise, if occurring or continuing at the ten (10) Business Day period Effective Time, to the failure of a condition set forth in Section ‎8.1(f)7.1 or Section 7.2 and (B) has not been or is incapable of being cured by Parent prior to the earlier of the (x) Termination Date and (y) thirtieth (30th) calendar day after its receipt of written notice thereof from the Company; (d) By Parent, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise, if occurring or continuing at the Effective Time, to the failure of a condition set forth in Section 6.1 or Section 6.2 and (B) has not been or is incapable of being cured by the Company prior to the earlier of the (x) Termination Date and (y) thirtieth (30th) calendar day after its receipt of written notice thereof from Parent; (e) By Parent if the Company shall have failed to: (A) deliver to Parent concurrently with the effectiveness of this Agreement the Company Stockholder Approval, (B) deliver to Parent concurrently with the effectiveness of this Agreement the Significant Stockholders Written Consent and a Joinder Agreement executed by each of the Significant Stockholders with respect to the Company Capital Stock held by them, (C) deliver to Parent concurrently with the effectiveness of this Agreement an Option Cancellation Agreement executed by the Significant Option Holders with respect to the Options held by them, or (D) deliver to Parent concurrently with the effectiveness of this Agreement a Joinder Agreement executed by each of the individuals listed on Section 1.1(c) of the Company Disclosure Letter with respect to his or her portion of the Transaction Bonus Pool Amount; or (f) By either the Company or Parent, if (i) there shall be any Law that makes consummation of the Merger illegal or (ii) any Governmental Authority having competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger, and such Order or other action shall have become final and nonappealable. Notwithstanding anything else contained in this Agreement, the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled right to terminate this Agreement pursuant to under this Section 8.1(g) if that party’s action 8.1 shall not be available to any party whose breach of its representations or warranties set forth herein or whose failure to act fulfill its obligations or to comply with its covenants under this Agreement has been a principal the primary cause of of, or primarily resulted in in, the failure to satisfy any condition to the obligations of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreementother party hereunder.

1Termination. This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned at any time prior to before the Closing only as followsClosing: (a) by mutual written consent agreement of Purchaser and Merger Sub, on the one hand, and the Company, on the other handParties; (b) by Purchaser and Merger Sub, providing written notice to either of the CompanyParties, if the Stockholders Consent has not approvals of any Governmental Authorities have been obtained by denied or refused, notwithstanding the Requisite Majority within forty-eight (48) hours commercially reasonable efforts of the execution and delivery of this Agreement by Purchaser and Merger SubParty having responsibility for obtaining such approvals; (c) at any time by Purchaser and Merger Sub, providing written notice to the Company, Sellers if there has been a breach any of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure Article VI shall have been breached or any of the conditions set forth in Sections ‎7.3(aArticle VIII (other than the receipt of all approvals of Governmental Authorities) shall not have been satisfied, performed, or ‎7.3(bcomplied with, in any material respect, at or before the Closing Date and such breach, non-satisfaction, non-performance, or non-compliance has not been cured or eliminated within thirty (30) calendar days after notice thereof has been given to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have the Purchaser, provided that at the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date time of such notice of breach and (ii) termination the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach Sellers have neither breached any of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this AgreementArticle V nor failed to satisfy, which would result in the failure perform, or comply with any of the conditions set forth in Sections ‎7.2(aArticle VII, in any material respect; or (d) at any time by the Purchaser if any of the material covenants set forth in Article V shall have been materially breached or ‎7.2(bany of the conditions set forth in Article VII (other than the receipt of all approvals of Governmental Authorities) to be satisfied (so long as the Company is shall not in material breach of its obligations under this Agreementhave been satisfied, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one handperformed, or the Company, on the other handcomplied with, in any material respect, before the event that Closing and such breach, non-satisfaction, non-performance or non-compliance has not been cured or eliminated within thirty (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (7030) days after notice thereof has been given to the date hereof, or (B) within one hundred (100) days after Sellers; provided that at the date hereof, but only in time of such termination the case Purchaser has neither breached any of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition covenants set forth in Sections ‎7.1(b) Article VI nor failed to be satisfied (providedsatisfy, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one handperform, or comply with any of the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period conditions set forth in Section ‎8.1(f)Article VIII or Article 7.8, the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date)in any material respect; provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement.or

1Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing only as followsClosing, which termination shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto: (a) by mutual written consent of Purchaser the Sellers and Merger Sub, on the one hand, and the Company, on the other handPurchasers; (b) by Purchaser and Merger Subany of Sellers, providing written notice to the Companyor Purchasers, if the Stockholders Consent Closing has not been obtained by occurred on or before May 17, 2021 or such later date as the Requisite Majority within forty-eight (48) hours of Sellers and Purchasers may agree upon in writing, unless the execution and delivery terminating party is in material breach of this Agreement by Purchaser and Merger SubAgreement; (c) by Purchaser and Merger Sub, providing written notice to the Companyeither Sellers or Purchasers, if there any Order of any Governmental Body of competent jurisdiction permanently restraining, enjoining or otherwise preventing consummation of the transactions contemplated hereby has been a breach of the representations issued and warranties or covenants becomes final and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be curednon-appealable; (d) by the Company, providing written notice to Purchaser and Merger Sub, Sellers if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is they are not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice if there shall have been a material breach by Purchasers of any of their representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.3, and such breach, if curable, has not been cured within thirty (30) days after notice thereof by the breach has continued without cure until the earliest Sellers to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​Purchasers; (e) by either Purchaser Purchasers, if they are not in material breach of its obligations under this Agreement, and Merger Subif there shall have been a material breach by Sellers of any of its respective representations, on the one handwarranties, covenants or the Companyagreements contained in this Agreement, on the other hand, which breach would result in the event that (i) any permanent injunction failure to satisfy one or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation more of the transactions contemplated hereby becomes final conditions set forth in Section 6.2, and nonappealablesuch breach, if curable, has not been cured within thirty (ii30) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction;days after notice thereof by Purchasers to Sellers; or (f) by Purchaser, Purchasers if (A) within seventy (70) days after the date hereofthere is a Casualty, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension if there is a material adverse change as provided for described in Section ‎5.5(b6.2(e) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure prior to act constitutes a breach of this Agreementthe Closing Date.

1Termination. This Agreement may be terminated at any time prior Prior to the Closing only as follows: (a) by mutual written consent of Purchaser and Merger SubClosing, on the one hand, this Agreement and the Company, on transactions contemplated in this Agreement shall terminate: (i)upon the other hand; unanimous consent in writing of the Parties and JIP; (b) by ii)by Purchaser and Merger Sub, providing upon written notice to the Company, if the Stockholders Consent has not been obtained by the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other handSeller, in the event Seller breaches or fails to perform any of its representations, warranties, covenants or agreements contained herein in any material respect; provided that (i) any permanent injunction if such breach or action by any Governmental Authority of competent jurisdiction restrainingfailure is curable, enjoining Purchaser may only terminate this Agreement upon written notice to Seller if Seller has not cured such breach or otherwise prohibiting consummation of failure within the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case earlier of (A) thirty (30) days after written notification of such breach and (B) May 31, 2017 (the “Long Stop Date”); (iii)by Seller upon written notice to Purchaser, in the event Purchaser breaches or fails to perform any of its representations, warranties, covenants or agreements contained herein in any material respect; provided that if such breach or failure is curable, Seller may only terminate this Agreement upon written notice to - 31 - Purchaser if Purchaser has not cured such breach or failure within the earlier of (A) thirty (30) days after written notification of such breach and (B) the condition set forth in Sections ‎7.1(b) Long Stop Date; and (iv)in the event that Closing has failed to be satisfied (providedoccur by the Long Stop Date, that such termination by a Party upon written notice to the other Party; provided that, this right to terminate shall only not be exercisable by Purchaser for a period Party whose breach of ten (10) Business Days (this Agreement shall have been the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one handcause of, or the Companyresulted in, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger Closing to occur on or before such date prior to the Long Stop Date. For the avoidance of doubt, this Agreement shall not be terminable by any Party upon the occurrence of, and such action or failure to act constitutes a breach of this Agreementafter, the Closing.

1Termination. This Prior to the Closing, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by mutual written consent of Purchaser and Merger Sub, on the one handterminated, and the Company, on transactions contemplated hereby abandoned: 8.1.1 by the other handmutual written agreement of Buyer and Seller; (b) 8.1.2 by Purchaser and Merger Sub, providing written notice delivered by either Buyer or Seller to the Companyother, if the Stockholders Consent has Closing shall not been obtained by have occurred on or prior to December 31, 2020 (the Requisite Majority within forty-eight “End Date”) (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice other than due to the Company, if there has been a breach of any representation or warranty hereunder of the representations and warranties Party seeking to terminate this Agreement or covenants and agreements by the Company set forth in this Agreement, which would as a result in of the failure on the part of the conditions set forth in Sections ‎7.3(a) such Party to comply with or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach perform any of their respective its covenants, agreements or obligations under this Agreement and have provided other than as a result of any closing condition in favor of the Company with written notice of its breach and non-terminating Party not being satisfied, which closing condition has been waived by the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Datenon-terminating Party); provided, however, that no cure period (A) right to terminate this Agreement under this Section 8.1.2 shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice available to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the any Party whose failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach perform any of its obligations under this Agreement, and Agreement has provided Purchaser and Merger Sub with written notice of their breach and been the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one handcause of, or resulted in, the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation failure of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of Closing not to have occurred on or before the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) End Date and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party Buyer shall not be entitled have the right to terminate this Agreement pursuant to this Section 8.1(g8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement; 8.1.3 by written notice delivered by Buyer to Seller, if (a) if that party’s action or failure to act there has been a principal cause breach by Seller of a representation or resulted warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the Merger to occur on or before such date and such action or failure to act constitutes case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement). 8.1.4 by written notice delivered by Seller to Buyer, if (a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement); (i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period; (c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement; (d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets; (e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or (f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.

1Termination. This Agreement may be terminated at any time prior to the Closing only as followsDate: (a) by mutual written consent of Purchaser and Merger Sub, on the one hand, and the Company, on the other handHolder Representative; (b) by either Purchaser and Merger Sub, providing or the Holder Representative upon written notice to the Company, if the Stockholders Consent has Closing shall not been obtained by have occurred on or before October 30, 2021 (the Requisite Majority within forty-eight (48“Outside Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) hours shall not be available to any party ​ whose breach of any covenant or agreement hereunder caused, or resulted in, the failure of the execution and delivery of this Agreement by Purchaser and Merger SubClosing to occur on or before the Outside Date; (c) by Purchaser and Merger Sub, providing written notice to the CompanyPurchaser, if (i) there has been is a breach of any representation, warranty, covenant or obligation of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of Sellers such that the conditions set forth in Sections ‎7.3(aSection 8.1(a) or ‎7.3(bSection 8.1(b) would not be satisfied; (ii) Purchaser shall have delivered to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with Holder Representative a written notice of its breach such breach; and (iii) at least [*] shall have elapsed since the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date delivery of such notice of without such breach and (ii) the Termination Datebeing cured; provided, however, that no cure period Purchaser shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled right to terminate this Agreement pursuant to this Section 8.1(g10.1(c) if that party’s action Purchaser is in material breach of its representations and warranties under this Agreement or failure has failed in any material respect to act has been a principal cause of or resulted in perform its obligations under this Agreement; (d) by the failure of the Merger to occur on or before such date and such action or failure to act constitutes Holder Representative, if: (i) there is a breach of any representation, warranty, covenant or obligation of Purchaser such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied; (ii) Holder Representative shall have delivered to Purchaser a written notice of such breach; and (iii) at least [*] shall have elapsed since the delivery of such notice without such breach being cured; provided, however, that the Holder Representative shall have no right to terminate this Agreement pursuant to this Section 10.1(d) if the Sellers are in material breach of their representations and warranties under this Agreement or have failed in any material respect to perform their obligations under this Agreement; (e) by either Purchaser or the Holder Representative, if (i) a Governmental Authority of any competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order which (1) is in effect, (2) has the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and (3) is final and non-appealable; or (f) by Purchaser, in its sole discretion pursuant to Section 6.6(a), if the competent Governmental Authority requests any material condition to the granting of the Foreign Investment Approval, such as Purchaser’s undertaking to divest, dispose of, or hold separate any of the businesses or assets of Corlieve or Purchaser and/or any of its Affiliates, other than an Acceptable Undertaking; provided, however that, prior to so terminating this Agreement, the Purchaser shall first consult with the Holder Representative regarding such conditions for a period of at least [*].

1Termination. This Agreement may be terminated at any time on or prior to the Closing only as followsClosing: (a) by By the mutual written consent agreement of Purchaser Seller and Merger Sub, on the one hand, and the Company, on the other handBuyer; (b) Either Seller or Buyer, by Purchaser and Merger Subwritten notice, providing written notice to the Company, may terminate this Agreement if the Stockholders Consent has Closing shall not been obtained by have occurred on or before the Requisite Majority within forty-eight (48) hours first anniversary of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”); provided, provided however, that a party may not terminate this Agreement under this Section 12.1(b) if Purchaser does not exercise such party is at such time in material breach of any covenant or agreement contained in this Agreement; (c) By Seller or Buyer, if any court of competent jurisdiction or other Governmental Authority shall have issued a final and non-appealable order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) By Buyer if (i) Seller shall have breached any of its Termination Right during representations, warranties, covenants or agreements contained in this Agreement, which would give rise to the ten (10) Business Day period failure of a condition set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days 10.2(a) or (b) and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall which cannot be entitled or has not been cured within thirty (30) days following written notice thereof by Buyer or (ii) Seller has had a Material Adverse Effect; and (e) By Seller if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement, which would give rise to terminate this Agreement pursuant to this Section 8.1(g) if that party’s action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on a condition set forth in Section 10.3(a) and which cannot be or before such date and such action or failure to act constitutes a breach of this Agreementhas not been cured within thirty (30) days following written notice thereof by Seller.

1Termination. This Agreement may only be terminated at any time prior to the Closing only as follows:under the following circumstances: ​ (a) by By the mutual written consent of Purchaser Xxxxxxx and Merger Sub, on the one hand, and the Company, on the other handXxxxx; (b) by Purchaser and Merger Sub, providing By either the Sellers or Buyer upon written notice to the Companyother party, if the Stockholders Consent has transactions contemplated by this Agreement have not been obtained by consummated on or before September 30, 2023 (the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.3(a) or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination “End Date”); provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) the condition set forth in Sections ‎7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not be entitled to terminate this Agreement pursuant to this Section 8.1(g10.1(b) if that party’s action shall not be available to any party whose material breach of any representation, warranty, covenant, or failure to act agreement set forth in this Agreement has been a the principal cause of of, or primarily resulted in in, the failure of the Merger transactions contemplated by this Agreement to occur be consummated on or before such date and such action the End Date; ​ (c) by Buyer by written notice to the Seller Representative if there has been a material breach, inaccuracy in, or failure to act constitutes perform any representation, warranty, covenant, or agreement made by Sellers pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 9.2, and such breach, inaccuracy, or failure is incapable of ​ ​ ​ being cured by the End Date or, if capable of being so cured, has not been cured by Sellers by the earlier of (i) the End Date or (ii) ten days after the Seller Representative’s receipt of written notice of such breach, inaccuracy, or failure from Buyer; provided, that there is not then a breach material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Buyer pursuant this Agreement that would give rise to the failure of any of the conditions specified in Section 9.3; (d) by Sellers by written notice to Buyer if there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Buyer pursuant to this Agreement.Agreement that would give rise to the failure of any of the conditions specified in Section 6.3 and such breach, inaccuracy, or failure is incapable of being cured by the End Date or, if capable of being so cured, has not been cured by Buyer by the earlier of (i) the End Date or (ii) ten days after Xxxxx’s receipt of written notice of such breach, inaccuracy, or failure from the Company; provided, that there is not then a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Sellers pursuant this Agreement that would give rise to the failure of any of the conditions specified in Section 6.2; or (e) by Buyer or Sellers in the event that there shall be any Legal Requirement that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited. ​ (f) By Buyer in the event the closing condition required by Section 9.2(f) is not reasonably expected to occur. ​

1Termination. This Agreement may be terminated terminated: (a) at any time prior to the Closing only as follows: (a) Date by mutual written consent agreement of Purchaser Xxxxx and Merger Sub, on the one hand, and the Company, on the other handXxxxxx; (b) by Purchaser and Merger Sub, providing written notice to the Company, either Buyer or Seller if the Stockholders Consent has Closing shall not been obtained by have occurred on or prior to December 15, 2023 (the Requisite Majority within forty-eight (48) hours “Outside Date”); provided, however, that if, as of the execution and delivery of this Agreement by Purchaser and Merger Sub; (c) by Purchaser and Merger SubOutside Date, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure all of the conditions set forth in Sections ‎7.3(a) Article VII have been satisfied or ‎7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; providedwaived, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; (d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections ‎7.2(a) or ‎7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured; ​ ​ (e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction; (f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section ‎5.5(b) (the 70th or 100th date, as applicable, the “Specified Date”), and in each case of (A) and (B) than the condition set forth in Sections ‎7.1(bSection 7.1(a) failed or Section 7.1(b) (solely as it relates to Section 7.1(a)) and those conditions that by their nature can only be satisfied (providedat or immediately prior to the Closing, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (then the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect; (g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section ‎8.1(f), the Termination Outside Date shall automatically be automatically extended by an additional 180 days until March 15, 2024 (and such extended date shall be deemed the Outside Date for all relevant purposes hereunder the Termination Dateunder this Agreement); provided provided, further, that a party shall not be entitled the right to terminate this Agreement pursuant to under this Section 8.1(g9.1(b) if that party’s action or shall not be available to any Party whose failure to act fulfill any obligation under this Agreement has been a principal the cause of of, or resulted in in, the failure of the Merger Closing to occur on or before such date or who is otherwise in material breach of any representation, warranty, covenant or other agreement contained herein; US-DOCS\137246414.29 (c) by either Buyer or Seller by giving written notice to the other Party if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such action order, decree, ruling or other Claim shall not be subject to appeal or shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any Party whose failure to act constitutes fulfill any obligation under this Agreement has been the primary cause of, or resulted in, such order, decree or ruling or other action; or (d) by either Buyer or Seller by giving written notice to the other Party if there has been a breach by such other Party of any representation, warranty or covenant contained in this AgreementAgreement and (i) such breach would result in the failure to satisfy one or more of the conditions to Closing of the Party sending such notice (set forth in Section 7.2 or Section 7.3, as applicable) and (ii) such breach, if of a character that is capable of being cured, is not cured by the breaching Party within thirty (30) days of its receipt of such written notice from the other Party; provided that (x) Buyer shall not be permitted to terminate this Agreement if Buyer is then in material breach of any of its representations, warranties, covenants or other agreements contained herein and such breach would result in the failure to satisfy one or more of the conditions to the Closing set forth in Section 7.3 and (y) Seller shall not be permitted to terminate this Agreement if Seller are then in material breach of any of their representations, warranties, covenants or other agreements contained herein and such breach would result in the failure to satisfy one or more of the conditions to Closing set forth in Section 7.2.