Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated: (a) at any time before the Closing by mutual written consent of the Company and the Investor (b) at any time before the Closing by either the Company, on the one hand, and the Investor, on the other hand, if any of the conditions to Closing to which such party is entitled to the benefit of shall have become permanently incapable of fulfillment and shall not have been waived in writing (to the extent permitted by applicable Law); (c) at any time after the date that is five (5) Business Days after the date of this Agreement by either the Company, on the one hand, or the Investor, on the other hand, if the Closing shall not have occurred on or before such date; provided, however, that the right to terminate this Agreement pursuant to the preceding clauses (b) or clause (c) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement.
Appears in 3 contracts
Samples: Share Subscription Agreement (Yandex N.V.), Share Subscription Agreement (Yandex N.V.), Share Subscription Agreement (Yandex N.V.)
Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated: (a) at any time before the Closing by mutual written consent of the Company and the Investor (b) at any time before the Closing by either the Company, on the one hand, and or the InvestorPurchaser, on the other hand, if any of the conditions to Closing to which such party is entitled to the benefit of shall have become permanently incapable of fulfillment and shall not have been waived in writing (to the extent permitted by applicable Law); or (cb) at any time after the date that is five (5) Business Days 30 days after the date of this Agreement by either the Company, on the one hand, or the InvestorPurchaser, on the other hand, if the Closing shall not have occurred on or before such date; provided, however, that the right to terminate this Agreement pursuant to the preceding clauses clause (ba) or clause (cb) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mercadolibre Inc), Securities Purchase Agreement (Mercadolibre Inc)