Common use of Termination by the Shareholder Clause in Contracts

Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to Purchaser if: (a) any of the representations and warranties of Purchaser under this Agreement shall not be true and correct in all material respects; (b) Purchaser shall not have complied with its covenants to the Shareholder contained herein in all material respects; or (c) the Tribute Board of Directors has determined and notified POZEN Inc. that a Tribute Superior Proposal (as such term is defined in the Arrangement Agreement) exists.