Common use of Termination of Agreement Prior to Closing Clause in Contracts

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investor or the Company if the Closing shall not have occurred by the 120th calendar day following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 12.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (b) by either the Investor or the Company in the event that any Governmental Authority (as defined in Exhibit C hereto) shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (c) by the mutual written consent of the Investor and the Company.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investor Investors committed to purchasing a majority of the Shares in accordance with Section 2.1 (the “Requisite Investors”) or the Company if the Closing shall not have occurred by the 120th calendar day following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 12.1 9.1 shall not be available to any party Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (b) by either the Investor Requisite Investors or the Company in the event that any Governmental Authority (as defined in Exhibit C hereto) shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; (c) simultaneously with, and without further action of the Company or any Investor, upon termination of the Merger Agreement; or (cd) by the mutual written consent of the Investor Requisite Investors and the Company.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investor Investors or the Company if the Closing shall not have occurred by the 120th calendar day following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 12.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (b) by either the Investor Investors or the Company in the event that any Governmental Authority (as defined in Exhibit C hereto) shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (c) by the mutual written consent of the Investor Investors and the Company.