Absence of Other Events. Buyer shall have the right to terminate its obligation to complete the Closing if, prior to the occurrence thereof, any of the following occurs: (i) Sellers consummates a 001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 11 liquidation event or undergoes a change of control, (ii) a binding underwriting agreement for the pricing of an initial public offering of MANA are executed, in which case Buyer may terminate its obligations hereunder immediately prior to, or contingent upon, such closing; or (iii) MANA (a) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (b) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (c) makes an assignment for the benefit of creditors, (d) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any Insolvency Law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, (e) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code, or (e) Sellers or MANA take any other action or any other event or circumstance occurs that Buyer reasonably believes will reduce the value of MANA or result in a failure of the conditions of Closing to be satisfied.
Absence of Other Events. Borrower shall have the right to terminate its obligation to complete any Closing or Milestone Closing if, prior to the occurrence thereof, any of the following occurs: (i) Buyer consummates a liquidation event or undergoes a change of control; or (ii) Buyer (a) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (b) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (c) makes an assignment for the benefit of creditors, (d) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any Insolvency Law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (e) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code.
Absence of Other Events. Since September 30, 1995, and except as set forth on Schedule 3.9 attached hereto or elsewhere in this Agreement, neither Sciences nor any Subsidiary has, except as contemplated by or expressed in this Agreement:
