Common use of Pre-Closing Termination Clause in Contracts

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose 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; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingClosing as follows: (a) by By the mutual written agreement consent of the Company Motif and ParentNuprim Shareholders’ Representative; (b) by Parent By Nuprim Shareholders’ Representative (if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery none of Nuprim Shareholders or Nuprim are then in breach of any material term of this Agreement), if Motif shall: (i) fail to perform in any material respect its agreements contained in this Agreement by Parent and required to be performed on or prior to the CompanyClosing Date; or (ii) materially breaches any of its representations, warranties or covenants contained in this Agreement, which failure or breach is not cured within ten (10) days after Nuprim Shareholders’ Representative has notified Motif in writing of his intent to terminate this Agreement pursuant to this Section 11.1(b); (c) by Parent By Motif (if Motif is not then in breach of any material term of this Agreement), if any of Nuprim Shareholders on behalf of Nuprim Shareholders or the Company if Nuprim shall: (i) fail to perform in any material respect their or its agreements contained in this Agreement required to be performed on or prior to the Closing Date shall Date; or (ii) materially breach any of their or its respective representations, warranties or covenants contained in this Agreement, which failure or breach is not have occurred by 11:59pm Pacific Time on June 30, 2014 cured within ten (the “End Date”); provided, however, that the right 10) days after Motif has notified Nuprim Shareholders’ Representative in writing of Motif’s intent to terminate this Agreement under pursuant to this Section 6.1(c) shall not be available to any party whose 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 Agreement11.1(c); (d) by Parent By Nuprim Shareholders’ Representative, upon written notice to Motif, if the Closing has not occurred on or the Company if before March 31, 2015 for any Legal Requirement shall be in effect which has the effect of making the Merger illegal reason other than delay or otherwise prevents consummation of the Merger, provided that in the case nonperformance of any such Legal Requirement that is an Order, such Order has become final and non-appealableof Nuprim Shareholders or Nuprim; (e) By Nuprim Shareholders’ Representative, on the one hand, or by Parent Motif, on the other hand, if there has been a shall be any final, non-appealable, order, writ, injunction or decree of any Governmental Authority of competent jurisdiction binding on Nuprim Shareholders or Nuprim, or on Motif, which prohibits or restrains such other Person from consummating the Transactions. (f) In the event of the termination of this Agreement pursuant to Section 11.1(a) or Section 11.1(c), no Party will have any liability under this Agreement to any other Party, except: (a) that nothing herein shall relieve any Party from any liability for any breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company representations, warranties, covenants and agreements set forth in this Agreement; and (b) the provisions of, Article XII and Article XIII shall survive such termination. In the event of the termination of this Agreement such that pursuant to Section 11.1(b) or Section 11.1(d), this Agreement shall be considered null and void except as follows: Motif shall release the conditions Escrowed Shares and deliver them, along with any Iclaprim Assets in Motif’s possession, to the Nuprim Shareholders’ Representative within thirty (30) days of the termination of the Agreement; and, except as set forth herein, the Parties shall have no further rights or obligations under this Agreement or any other agreements entered into in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) would not be satisfied as anticipation of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateTransaction.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm prior to 11:59 PM Pacific Time time on June 30January 21, 2014 2016 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose 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; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 1.2(b)(iii)(A) and 1.2(c)(iiSection 1.2(b)(iii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger Mergers abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four three (43) hours Business Days after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time prior to 11:59 PM Eastern time on June 30December 1, 2014 2021 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger Mergers to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger Mergers illegal or otherwise prevents consummation of the MergerMergers, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 1.2(b)(iii)(A) and 1.2(c)(iiSection 1.2(b)(iii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.211.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent either Buyer or the Company Seller, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30August 29, 2014 (the “End Date”)2013; provided, however, that Buyer may in its sole and absolute discretion, by written notice to Seller prior to such date, extend such date by a reasonable additional period (but not later than February 28, 2014) if (1) Seller enters into a definitive agreement, binding term sheet or binding letter of intent that contemplates a Change of Control of Seller or (2) Seller or any of its Affiliates makes a public announcement or makes any pre-merger notification filing pursuant to Section 7A of the Xxxxxxx Act, 15 U.S.C. § 18a, as amended by the HSR Act regarding a contemplated Change of Control of Seller, or (3) any Person makes a public announcement of a tender offer to acquire outstanding capital stock of Seller that would constitute a Change of Control of Seller, or makes a pre-merger notification filing pursuant to Section 7A of the Xxxxxxx Act, 15 U.S.C. § 18a, as amended by the HSR Act, regarding a contemplated Change of Control of Seller involving such Person; and provided, further, that the right to terminate this Agreement under this Section 6.1(c11.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement Seller, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyer (provided that Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller or Selling Subsidiary set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.3(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSeller; or (fe) by the Company Seller (provided that Seller or Selling Subsidiary is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.3(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyer.

Pre-Closing Termination. Except as provided in Section 6.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the Closing: : (a) by mutual written agreement of the Company and Parent; ; (b) by Parent if the Requisite Stockholder Approval Required Vote shall not have been obtained by the Company and delivered to Parent within twenty four (424) hours after the execution and delivery of this Agreement by Parent and the Company; Agreement; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm prior to 11:59 PM Pacific Time time on June 30December 31, 2014 2019 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose 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; ; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, provided that Merger (and in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; ); (e) by Parent (so long as Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions to Parent’s obligation to close the transaction set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) Annex A would not be satisfied as of the time of such breach or inaccuracy and inaccuracy, unless such breach or inaccuracy has not been is cured within twenty (20if capable of cure) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit reasonable satisfaction of Parent are incapable of being satisfied on within ten (10) days; or before the End Date; or (f) by the Company (so long as the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement) if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions to the Company’s obligation to close the transaction set forth in Sections 1.2(c)(i) and 1.2(c)(ii) Annex A would not be satisfied as of the time of such breach or inaccuracy and inaccuracy, unless such breach or inaccuracy has not been is cured within twenty (20if capable of cure) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit reasonable satisfaction of the Company are incapable of being satisfied on or before the End Datewithin ten (10) days.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm prior to 5:00 PM Pacific Time on June 30December 31, 2014 2019 (the “End Date”); provided, however, that (i) if Section 1.2(b)(i)(B) is the only outstanding condition precedent at the End Date, the End Date shall automatically be extended by one month; and (ii) the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose 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; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity, which would require an Action of Divestiture; Table of Contents (f) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty thirty (2030) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this (a) This Agreement may be terminated and the Merger transactions contemplated hereunder abandoned at any time prior to the Closing: (ai) by mutual written agreement consent of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent Purchaser and the Company; (cii) by Parent the Purchaser or the Company if the Closing Date shall does not have occurred by 11:59pm Pacific Time occur on June 30or before July 31, 2014 2024 (the “End Outside Date”); provided, however, provided that the right to terminate this Agreement under this Section 6.1(c9.1(a)(ii) shall not be available to any party Party whose action breach of a representation, warranty, covenant or failure to act agreement set forth in this Agreement has been a principal the cause of or resulted in the failure of the Merger Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreementdate; (diii) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the MergerPurchaser, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been upon a breach of or inaccuracy in failure to perform any representation, warranty, covenant or agreement on the part of the Company Sellers set forth in this Agreement Agreement, or if any representation or warranty contained in ARTICLE III shall have become untrue, in either case, such that any of the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) Section 6.2 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Companysatisfied; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature canPurchaser may not be cured or (iiterminate this Agreement pursuant to and in accordance with this Section 9.1(a)(iii) if any such breach is curable and is cured by the earlier of the conditions Outside Date and the date that is [***] after Purchaser notifies the Company in writing of such breach, failure to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on perform or before the End Date; orinaccuracy; (fiv) by the Company if there has been Company, upon a breach of or inaccuracy in failure to perform any representation, warranty, covenant or agreement on the part of Parent Purchaser set forth in this Agreement Agreement, or if any representation or warranty contained in ARTICLE IV shall have become untrue, in either case, such that any of the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) Section 6.3 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parentsatisfied; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature canthe Company may not be cured or (iiterminate this Agreement pursuant to and in accordance with this Section 9.1(a)(iv) if any such breach is curable and is cured by the earlier of the conditions to Closing in Section 1.2(b) for Outside Date and the benefit of date that is [***] after the Company are incapable notifies Purchaser in writing of being satisfied on such breach, failure to perform or before the End Date.inaccuracy;

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.212.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent either Buyer or the Company Seller, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30March 29, 2014 (the “End Date”)2013; provided, however, that the right to terminate this Agreement under this Section 6.1(c12.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement Seller, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyer (provided, that Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.4(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSeller; or (fe) by the Company Seller (provided, that Seller is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.4(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyer.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.211.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent if either Buyer, on the Requisite Stockholder Approval shall not have been obtained by one hand, or Seller, on the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company other hand, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30, 2014 the date which is ninety (90) days following the “End Date”)date hereof; provided, however, that the right to terminate this Agreement under this Section 6.1(c11.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer, on the one hand, or Seller, on the Company if any Legal Requirement other hand, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (ed) by Parent Buyer (provided that Buyer is not then in material breach of this Agreement), if there has been a material breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(ASection 4.3(b)(i), (ii), (v) and 1.2(b)(ii)(Bor (viii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSeller; or (fe) by the Company Seller (provided that Seller is not then in material breach of this Agreement), if there has been a material breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 4.3(c)(i) and 1.2(c)(iior (ii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyer.

Pre-Closing Termination. Except as provided in Section 6.2Subject to the terms of Section10.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and Parentthe US Seller; (b) by Parent if either the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent Buyer or the Company US Seller, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30, 2014 the date that is one hundred and twenty (120) days after the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c10.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either the Buyer or the Company if any Legal Requirement US Seller, if: (i) a Governmental Authority in the United States, the United Kingdom or Poland shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger Transactions illegal or otherwise prevents consummation of the Merger, provided that unenforceable in the case United States, the United Kingdom or Poland; or (ii) a Governmental Authority of any such Legal Requirement competent jurisdiction in the United States, the United Kingdom or Poland shall have issued an Order prohibiting, restraining, making illegal or materially altering the Transactions that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent the Buyer, if (i) the Buyer is not then in material breach of this Agreement, and (ii) there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company US Seller set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.3(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured prior to the earlier of within twenty thirty (2030) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before US Seller and the End Date; or (fe) by the Company US Seller, if (i) Sellers are not then in material breach of this Agreement, and (ii) there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent the Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.3(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured prior to the earlier of within twenty thirty (2030) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before Buyer and the End Date.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.212.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of Buyer and the Company and ParentSellers; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent either Buyer or the Company Sellers, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30November 13, 2014 (the “End Date”)2013; provided, however, that the right to terminate this Agreement under this Section 6.1(c12.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement Sellers, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyer (provided that Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Sellers set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.4(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSellers; or (fe) by the Company Sellers (provided that the Sellers are not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.4(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyer.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.211.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent either Buyer or the Company Seller, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30November 10, 2014 (the “End Date”)2012; provided, however, that on the date which is September 10, 2012, Buyer shall have the right to terminate this Agreement by providing written notice to Seller; provided further, that the right to terminate this Agreement under this Section 6.1(c11.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement Seller, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyer (provided that Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.3(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty thirty (2030) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSeller; or (fe) by the Company Seller (provided that Seller is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.3(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty thirty (2030) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyer.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.211.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSellers; (b) by Parent if either Buyers, on the Requisite Stockholder Approval shall not have been obtained by one hand, or Sellers, on the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company other hand, if the Closing Date shall not have occurred by 11:59pm on or before 11:59 p.m. (Pacific Time time) on June 30, 2014 (the “End Date”)date which is 180 days following the date hereof; provided, however, that the right to terminate this Agreement under this Section 6.1(c11.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyers, on the one hand, or Sellers, on the Company if any Legal Requirement other hand, if: (i) a Governmental Authority shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyers (provided that Buyers are not then in material breach of this Agreement), if there has been a material breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Sellers set forth in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(ASection 4.3(b)(i) and 1.2(b)(ii)(Bor (ii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSellers; or (fe) by the Company Sellers (provided that Sellers are not then in material breach of this Agreement), if there has been a material breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 4.3(c)(i) and 1.2(c)(iior (ii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyers.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger Mergers abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time prior to 8:00 PM EST on June 30December 31, 2014 2013 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger Mergers to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger Mergers illegal or otherwise prevents consummation of the MergerMergers, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 1.2(b)(iii)(A) and 1.2(c)(iiSection 1.2(b)(iii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger Mergers abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm prior to 11:59 PM Pacific Time time on June 30November 25, 2014 2020 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger Mergers to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger Mergers illegal or otherwise prevents consummation of the MergerMergers, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 1.2(b)(iii)(A) and 1.2(c)(iiSection 1.2(b)(iii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this 51 (a) This Agreement may be terminated and the Merger transactions contemplated hereunder abandoned at any time prior to the Closing: (ai) by mutual written agreement consent of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent Purchaser and the Company; (cii) by Parent the Purchaser or the Company if the Closing Date shall does not have occurred by 11:59pm Pacific Time occur on June 30or before July 31, 2014 2024 (the “End Outside Date”); provided, however, provided that the right to terminate this Agreement under this Section 6.1(c9.1(a)(ii) shall not be available to any party Party whose action breach of a representation, warranty, covenant or failure to act agreement set forth in this Agreement has been a principal the cause of or resulted in the failure of the Merger Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreementdate; (diii) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the MergerPurchaser, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been upon a breach of or inaccuracy in failure to perform any representation, warranty, covenant or agreement on the part of the Company Sellers set forth in this Agreement Agreement, or if any representation or warranty contained in ARTICLE III shall have become untrue, in either case, such that any of the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) Section 6.2 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Companysatisfied; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature canPurchaser may not be cured or (iiterminate this Agreement pursuant to and in accordance with this Section 9.1(a)(iii) if any such breach is curable and is cured by the earlier of the conditions Outside Date and the date that is [***] after Purchaser notifies the Company in writing of such breach, failure to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on perform or before the End Date; orinaccuracy; (fiv) by the Company if there has been Company, upon a breach of or inaccuracy in failure to perform any representation, warranty, covenant or agreement on the part of Parent Purchaser set forth in this Agreement Agreement, or if any representation or warranty contained in ARTICLE IV shall have become untrue, in either case, such that any of the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) Section 6.3 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parentsatisfied; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature canthe Company may not be cured or (iiterminate this Agreement pursuant to and in accordance with this Section 9.1(a)(iv) if any such breach is curable and is cured by the earlier of the conditions to Closing in Section 1.2(b) for Outside Date and the benefit of date that is [***] after the Company are incapable notifies Purchaser in writing of being satisfied on such breach, failure to perform or before the End Date.inaccuracy;

Pre-Closing Termination. Except as provided in Section 6.2, this This Agreement may be terminated and the Merger abandoned at any time prior to the ClosingClosing by: (a) by mutual written agreement consent of the Company and Parentthe Investor; (b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall have become incapable of fulfillment by Parent if the Requisite Stockholder Approval Termination Date and such conditions shall not have been obtained waived in writing by the Company and delivered other party within ten business days after receiving receipt of written notice of an intention to Parent within four terminate pursuant to this clause (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (the “End Date”b); provided, however, that the right to terminate this Agreement under this Section 6.1(c9.1(b) shall not be available to any party whose action or failure to act fulfill any obligation under this Agreement has been a principal the cause of of, or resulted in in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; (c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the Merger to occur on conditions set forth in Section 6.1, 6.2, 6.3, or before such date and such action or failure to act constitutes 6.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1, 7.2, or 7.3 hereof, as applicable, could not be satisfied by the Termination Date; (d) by Parent the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or the Company if agreements under this Agreement such that any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Mergerconditions set forth in Section 7.1, provided that in 7.2, or 7.3 hereof, as applicable, could not be satisfied by the case Termination Date, (i) upon a material breach of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; providedAgreement, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any representation or warranty of the conditions to Closing Company shall have been or become untrue, in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement each case such that any of the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would Section 6.1, 6.2, 6.3, or 6.4 hereof, as applicable, could not be satisfied as of by the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Termination Date.

Pre-Closing Termination. Except as provided in Section 6.2, this Agreement may be terminated and the Merger Mergers abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company and Parent; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm prior to 11:59 PM Pacific Time time on June 304, 2014 2019 (the “End Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Merger Mergers to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger Mergers illegal or otherwise prevents consummation of the MergerMergers, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Sections Section 1.2(b)(ii)(A) and Section 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(iSection 1.2(b)(iii)(A) and 1.2(c)(iiSection 1.2(b)(iii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty ten (2010) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date.

Pre-Closing Termination. Except as provided in Section 6.2, this (a) This Agreement and the merger contemplated hereby may be terminated and the Merger abandoned at any time prior to the Closing: Effective Date by the consent of the Shareholders and by both CTI and PHS through action of their respective boards of directors. In the event of termination pursuant to this paragraph (a) by mutual written agreement of section 4.05, no obligation, right, remedy, or liability shall arise hereunder, and the parties shall bear their own costs incurred in connection with the preparation and execution of this Agreement, the preparation and review of financial statements required to be delivered pursuant hereto, and the negotiation of the Company and Parent;transactions contemplated hereby. (b) This Agreement and the merger may be terminated at any time prior to the Effective Date by Parent action of CTI's board of directors if PHS or the Requisite Stockholder Approval Shareholders shall not have been obtained by fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the Company representations or warranties of PHS or the Shareholders contained herein shall be inaccurate in any material respect. In the event of termination pursuant to this paragraph (b) of section 4.07, PHS shall reimburse CTI for its costs and delivered obligations with respect to Parent within four (4) hours after the execution negotiation and delivery documentation of this Agreement by Parent and the Company;transactions contemplated hereby. (c) This Agreement may be terminated at any time prior to the Effective Date by Parent or the Company action of PHS' board of directors if the Closing Date CTI shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (the “End Date”); provided, however, that the right fail to terminate this Agreement under this Section 6.1(c) shall not be available to any party whose 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; (d) by Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, provided that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy comply in any representation, warranty, covenant material respect with any of its covenants or agreement of the Company set forth agreements contained in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(B) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit representations or warranties of Parent are incapable of being satisfied on or before the End Date; or (f) by the Company if there has been a breach of or inaccuracy CTI contained herein shall be inaccurate in any representationmaterial respect. In the event of termination pursuant to this paragraph (c) of section 4.07, warranty, covenant or agreement CTI shall reimburse PHS for its costs and obligations with respect to the negotiation and documentation of Parent set forth in this Agreement such that and the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(ii) would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Datetransactions contemplated hereby.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.211.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent either Buyer or Seller, if the Requisite Stockholder Approval shall Closing has not have been obtained by occurred on or before 11:59 p.m., Pacific time, on the Company and delivered to Parent within four date that is nine (49) hours months after the execution and delivery date of this Agreement by Parent and the Company; (c) by Parent or the Company if the Closing Date shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (the “End Termination Date”); provided, however, that the right to terminate this Agreement under this Section 6.1(c11.1(b) shall will not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement shall be in effect which Seller, if: (i) a Governmental Authority has enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Authority has issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; provided, however, that the right to terminate this Agreement under this Section 11.1(c) will not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been a material cause of, or resulted in the occurrence of, such restraint; (ed) by Parent Buyer (but only if Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 3.4(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty thirty (2030) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; orSeller; (fe) by the Company Seller (but only if Seller is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 3.4(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty thirty (2030) calendar days Business Days after written notice thereof to ParentBuyer; provided, however, that no cure period shall be required or (f) by Seller if (i) for a breach all the conditions set forth in Section 3.4(a) and Section 3.4(b) have been satisfied or inaccuracy waived by the applicable Party (other than those conditions which by its nature cannot their terms are to be cured or satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing), (ii) if any of Seller has irrevocably confirmed by written notice to Buyer that it is ready, willing and able to consummate the conditions transactions contemplated by this Agreement and (iii) Buyer does not complete the Closing within two (2) Business Days after the day the Closing is required to Closing in occur pursuant to Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End Date3.2.

Pre-Closing Termination. Except as provided in Subject to the terms of this Section 6.211.1, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer Parent and ParentSeller; (b) by Parent either Buyer Parent, on the one hand, or Seller, on the other hand, if the Requisite Stockholder Approval Closing shall not have been obtained by occurred on or before 11:59 p.m. (Pacific time) on the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the CompanyEnd Date; (c) by Parent either Buyer Parent, on the one hand, or Seller, on the Company if other hand, if: (i) a Governmental Authority shall have enacted, issued or promulgated a Law that has the Closing Date effect of rendering the Transactions illegal; or (ii) a Governmental Authority shall not have occurred by 11:59pm Pacific Time on June 30, 2014 (issued an Order prohibiting the “End Date”)Transactions that has become final and nonappealable; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 6.1(c11.1(c) shall not be available to any party whose action a Party if the issuance of, or failure to act has been a principal cause of resolve or resulted in the failure of the Merger have vacated or lifted, such Order was primarily due to occur on or before such date and such action or failure to act constitutes a breach by such party of any of its covenants or agreements under this Agreement;, including pursuant to Section 8.2. (d) by Buyer Parent or the Company if any Legal Requirement shall be in effect which has the effect of making the Merger illegal or otherwise prevents consummation of the Merger, (provided that Buyers are not then in the case material breach of any such Legal Requirement that is an Orderthis Agreement), such Order has become final and non-appealable; (e) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that the conditions set forth in Sections 1.2(b)(ii)(A4.3(b)(i) and 1.2(b)(ii)(Bor (ii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End DateSeller; or (fe) by the Company Seller (provided that Seller is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyers set forth in this Agreement such that the conditions set forth in Sections 1.2(c)(i4.3(c)(i) and 1.2(c)(iior (ii) would not be satisfied as of the at such time of such breach or inaccuracy and such breach (x) is a breach of Section 4.2(b)(i) or inaccuracy (y) has not been cured within twenty (20) calendar days Business Days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of the Company are incapable of being satisfied on or before the End DateBuyers.

Pre-Closing Termination. Except as provided in Subject to the terms of Section 6.27.2, this Agreement may be terminated and the Merger Transactions abandoned at any time prior to the Closing: (a) by mutual written agreement of the Company Buyer and ParentSeller; (b) by Parent if the Requisite Stockholder Approval shall not have been obtained by the Company and delivered to Parent within four (4) hours after the execution and delivery of this Agreement by Parent and the Company; (c) by Parent either Buyer or the Company Seller, if the Closing Date shall not have occurred by 11:59pm Pacific Time on or before 11:59 p.m. (Eastern time) on June 308, 2014 (the “End Date”)2019; provided, however, that the right to terminate this Agreement under this Section 6.1(c7.1(b) shall not be available to any party Party whose action or failure to act has been a principal cause of of, or resulted in in, the failure of the Merger Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (dc) by Parent either Buyer or the Company if any Legal Requirement Seller, if: (i) a Governmental Entity shall be in effect which have enacted, issued or promulgated a Law that has the effect of making rendering the Merger illegal or otherwise prevents consummation of Transactions illegal; or (ii) a Governmental Entity shall have issued an Order prohibiting the Merger, provided Transactions that in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealablenonappealable; (ed) by Parent Buyer (provided that Buyer is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company Seller set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(b)(ii)(A) and 1.2(b)(ii)(BSection 2.6(b) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 1.2(b) for the benefit of Parent are incapable of being satisfied on or before the End Date; orSeller; (fe) by the Company Seller (provided that Seller is not then in material breach of this Agreement), if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent Buyer set forth in this Agreement such that that, if not cured on or prior to the Closing, the conditions set forth in Sections 1.2(c)(i) and 1.2(c)(iiSection 2.6(c) would not be satisfied as of at the time of such breach or inaccuracy Closing and such breach or inaccuracy has not been cured within twenty (20) calendar days Business Days after written notice thereof to ParentBuyer; (f) by either Buyer or Seller if Seller fails to obtain the Requisite Stockholder Vote at the Seller Stockholders’ Meeting (or any adjournment or postponement thereof) at which a vote is taken on the adoption of this Agreement, except that the right to terminate this Agreement pursuant to this Section 7.1(f) will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of the failure to obtain the Requisite Stockholder Vote at the Seller Stockholders’ Meeting (or any adjournment or postponement thereof); (g) by Buyer, if at any xxxx Xxxxxx Board of Directors (or a committee thereof) has effected a Change of Recommendation; providedor (h) by Seller, however, that no cure period shall be required at any time prior to receiving the Requisite Stockholder Vote if (i) for Seller has received a breach or inaccuracy which by its nature cannot be cured or Superior Proposal; (ii) if any Seller Board of Directors authorized Seller to enter into an Alternative Acquisition Agreement to consummate an Acquisition Transaction contemplated by that Superior Proposal; (iii) Seller pays or causes to be paid to Buyer (or its designee) the conditions Termination Fee pursuant to Closing Section 7.3(b)(iii); and (iv) Seller has complied in all material respects with Section 1.2(b5.7(c) for the benefit of the Company are incapable of being satisfied on or before the End Datewith respect to such Superior Proposal.