Common use of 1Termination Clause in Contracts

1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange: (a) by mutual written consent of RDAR and Acquired Company; (b) by either RDAR or Acquired Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable; (c) by either RDAR or Acquired Company if the Share Exchange shall not have been consummated on or before January 31, 2025 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time). (d) by RDAR, if a material adverse change shall have occurred relative to Acquired Company (and not curable within 10 days); (e) by Acquired Company if a material adverse change shall have occurred relative to RDAR (and not curable within thirty 10 days); (f) by RDAR, if Acquired Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or (g) by Acquired Company, if RDAR willfully fails to perform in any material respect any of its obligations under this Agreement.

1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange: (a) by mutual written consent of RDAR and Acquired Company; (b) by either RDAR or Acquired Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable;; MEXEDIA, INC. SHARE EXCHANGE AGREEMENT | PAGE 19 (c) by either RDAR or Acquired Company if the Share Exchange shall not have been consummated on or before January 31, 2025 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time). (d) by RDAR, if a material adverse change shall have occurred relative to Acquired Company (and not curable within 10 days); (e) by Acquired Company if a material adverse change shall have occurred relative to RDAR (and not curable within thirty 10 days); (f) by RDAR, if Acquired Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or (g) by Acquired Company, if RDAR willfully fails to perform in any material respect any of its obligations under this Agreement.

1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange: (a) by mutual written consent of RDAR and Acquired Company; (b) by either RDAR or Acquired Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the MEXEDIA DAC SHARE EXCHANGE AGREEMENT | PAGE 19 Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable; (c) by either RDAR or Acquired Company if the Share Exchange shall not have been consummated on or before January 31, 2025 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time). (d) by RDAR, if a material adverse change shall have occurred relative to Acquired Company (and not curable within 10 days); (e) by Acquired Company if a material adverse change shall have occurred relative to RDAR (and not curable within thirty 10 days); (f) by RDAR, if Acquired Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or (g) by Acquired Company, if RDAR willfully fails to perform in any material respect any of its obligations under this Agreement.

1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange: (a) by mutual written consent of RDAR XXXX and Acquired Company; (b) by either RDAR HUML or Acquired Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable; (c) by either RDAR HUML or Acquired Company if the Share Exchange shall not have been consummated on or before January 31September 15, 2025 2024 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time). (d) by RDARXXXX, if a material adverse change shall have occurred relative to Acquired Company (and not curable within 10 days); (e) by Acquired Company if a material adverse change shall have occurred relative to RDAR XXXX (and not curable within thirty 10 days); (f) by RDARHUML, if Acquired Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or (g) by Acquired Company, if RDAR XXXX willfully fails to perform in any material respect any of its obligations under this Agreement.