Common use of Circumstance for Termination Clause in Contracts

Circumstance for Termination. At any time prior to the Closing, this Agreement may be terminated by written notice: (i) by the mutual written consent of the Parties; and (ii) by either the Company or any Investor, if the Closing shall not have been consummated within thirty (30) days (or such other number of days as may be agreed between the Parties) from the Parties’ execution and delivery of this Agreement (which date, the “Long Stop Date”), provided that the terminating Party shall not have been, on or prior to the date of termination, in material breach of this Agreement; provided, further, the Company shall not be entitled to terminate the Agreement if the Closing fails to occur due to any unsatisfied condition under Section 6, and each Investor shall not be entitled to terminate the Agreement hereunder if the Closing fails to occur due to any unsatisfied condition of such Investor under Section 7.