Common use of Termination of Investment Obligation Clause in Contracts

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock shall, at the Investor's option (as evidenced by a notice to such effect to the Company), terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach its obligations under the Transaction Documents (as hereinafter defined), or (iii) if, after the Effective Date, the registration statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted). (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two Trading Days following the Closing Date scheduled for such Put, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 Trading Days following the date of any such termination.

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock Put Shares shall, at the Investor's option (as evidenced by a notice to such effect to the Company)option, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that that: (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach in any material respect its obligations under the Transaction Documents (as hereinafter defined)) and such breach is not cured by the 20th day following notice thereof, (ii) the Registration Statement shall not have become effective by the expiration of the 180th day following the date of this Agreement or (iii) if, after the Effective Date, the registration statement Registration Statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 45 Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted)Days. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two Trading Days following under circumstances where the conditions to the Closing Date scheduled for of such PutPut have been satisfied, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 Trading Days following the date of any such termination. (c) The Company shall have the right, by giving 5 days' prior notice, to terminate this Agreement in its sole discretion at any time on or after the 90 day anniversary of the Effective Date without any liability to the Investor; provided, however, that in the event of a termination of the Agreement pursuant to this Section 2.3(c), the piggy-back registration rights granted to the Investor with respect to the Investor Fee Shares pursuant to Section 6(e) of the Registration Rights Agreement shall continue in full force and effect.

Termination of Investment Obligation. (a) The obligation of the Investor Investor, but not the right, to purchase shares of Common Stock shallmay terminate, at the in Investor's option (as evidenced by a notice to such effect to the Company)sole discretion, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty fifteen (15) Trading Days during the Commitment Period Investment Period, for any reason (providedother than deferrals or suspensions in accordance with Section 7.1(d) of this Agreement as a result of corporate developments subsequent to the Registration Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach its obligations under fail to comply with the Transaction Documents (as hereinafter defined)requirements of Section 7.2, 7.3 or 7.5., or (iii) if, after the Effective Registration Statement shall not have become effective by the Registration Date, or (iv) the registration statement ceases to be effective as to all Registrable Securities then owned by Company shall breach, in any material respect, any representation, warranty, covenant or issuable other agreement contained in this Agreement or any document or agreement executed in connection therewith. In the event of the happening of any occurrence described in the preceding subsection (iv), the Investor shall give written notice of the breach to the InvestorCompany and the Company shall have a period of thirty (30) days during which to cure such breach, or the prospectus thereunder if such breach is not available for use by the capable of being cured. The Investor to sell Registrable Securities, in either case, for an aggregate of 30 Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted)under no obligation to honor any Put Notice during such thirty (30) day period. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate may terminate, in the Company's reasonable discretion, if the Investor fails to honor such any Put Notice within two fifteen (15) Trading Days following of the Closing Date scheduled for such Put, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit termination or if the Investor and its affiliates, under any circumstances, own as much as 20% of the outstanding voting securities of the Company. (c) Notwithstanding anything to use the prospectus thereunder contrary contained in this Agreement, if this Agreement is terminated, for whatever reason, any Placement Fees paid to sell Registrable Securities) for not less than 45 Trading Days following the date of any such terminationInvestor shall be retained by the Investor, with no penalty or repayment with respect thereto.

Termination of Investment Obligation. (a1) The obligation of the Investor to purchase shares of Common Stock shall, at the Investor's option (as evidenced by a notice to such effect to the Company), terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach its obligations under the Transaction Documents (as hereinafter defined), or (iii) if, after the Effective Date, the registration statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted). (b2) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two Trading Days following the Closing Date scheduled for such Put, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 Trading Days following the date of any such termination.

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock Put Shares shall, at the Investor's option (as evidenced by a notice to such effect to the Company)option, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that that: (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach in any material respect its obligations under the Transaction Documents (as hereinafter defined)) and such breach is not cured by the twentieth (20th) day following notice thereof, (ii) the Registration Statement shall not have become effective by the expiration of the one hundred twentieth (120th) day following the date of this Agreement or (iii) if, after the Effective Date, the registration statement Registration Statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 forty five (45) Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted)Days. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two Trading Days following under circumstances where the conditions to the Closing Date scheduled for of such PutPut have been satisfied, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 forty five (45) Trading Days following the date of any such termination. (c) The Company shall have the right, by giving five (5) days' prior notice, to terminate this Agreement in its sole discretion at any time on or after the ninety (90) day anniversary of the Effective Date without any liability to the Investor.

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock Put Shares shall, at the Investor's option (as evidenced by a notice to such effect to the Company)option, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that that: (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach in any material respect its obligations under the Transaction Documents (as hereinafter defined)) and such breach is not cured by the twentieth (20th) day following notice thereof, (ii) the Registration Statement shall not have become effective by the expiration of the one hundred eightieth (180th) day following the date of this Agreement or (iii) if, after the Effective Date, the registration statement Registration Statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 forty five (45) Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted)Days. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two Trading Days following under circumstances where the conditions to the Closing Date scheduled for of such PutPut have been satisfied, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 forty five (45) Trading Days following the date of any such termination. (c) The Company shall have the right, by giving five (5) days' prior notice, to terminate this Agreement in its sole discretion at any time on or after the ninety (90) day anniversary of the Effective Date without any liability to the Investor; provided, however, that in the event of a termination of the Agreement pursuant to this Section 2.3(c), the Placement Agent Fee Shares pursuant to Section 2.5 (c) hereof, if not delivered, shall be immediately issued and delivered to the Placement Agent and the piggy-back registration rights granted to the Placement Agent with respect to the Placement Agent Fee Shares pursuant to Section 6(e) of the Registration Rights Agreement shall continue in full force and effect.

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock Put Shares shall, at the Investor's option (as evidenced by a notice to such effect to the Company)option, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that that: (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred), (ii) the Company shall at any time breach in any material respect its obligations under the Transaction Documents and such breach is not cured by the 15th day following notice thereof, (as hereinafter defined)ii) suffer a Material Adverse Effect, (iii) enter into any agreement to issue any Capital Shares or Capital Share Equivalents at a discount to the Bid Price of the Common Stock or any agreement that would permit the purchase price of such Capital Shares or Capital Share Equivalents to be reset to a price less than the Bid Price at the time of entering into such agreement, or (iiiiv) if, after the Effective Date, the registration statement Registration Statement ceases to be effective as to all Registrable Securities then owned by or issuable to the Investor, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 Trading Days (provided, that, for such purpose only Trading Days occurring days. This right of termination shall not more than 60 Trading Days following a Closing shall be counted)affect pending duly issued Put Notices. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice under circumstances where the conditions to the Closing of such Put have been satisfied within two Trading Days following the Closing Date scheduled for such Put, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 Trading Days following the date of any such termination.

Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock shall, at the Investor's option (as evidenced by a notice to such effect to the Company)option, terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement (or the ability of the Investor to use the prospectus thereunder to dispose of Registrable Securities) for an aggregate of thirty Trading Days days during the Commitment Period for any reason (provided, that, for such purpose only Trading Days occurring 60 or less Trading Days following a Closing shall be counted if such suspension or stop order shall have earlier occurred)which breach has not been cured to the satisfaction of the Investor within 15 days, (ii) the Company shall at any time materially breach its obligations under the Transaction Documents Documents, (as hereinafter defined), iii) the Registration Statement shall not have become effective by the expiration of the 240th day following the date of this Agreement or (iiiiv) if, after the Effective Date, the registration statement ceases to be effective as to all Registrable Securities then owned by or issuable to the InvestorSecurities, or the prospectus thereunder is not available for use by the Investor to sell Registrable Securities, in either case, for an aggregate of 30 Trading Days (provided, that, for such purpose only Trading Days occurring not more than 60 Trading Days following a Closing shall be counted)days. (b) The obligation of the Company to sell Put Shares to the Investor following delivery of a Put Notice shall terminate if the Investor fails to honor such Put Notice within two four Trading Days following the Closing Date scheduled for such Put, and the Company notifies Investor of such termination. Notwithstanding any such termination, the Company shall maintain the Registration Statement in effect (and shall permit the Investor to use the prospectus thereunder to sell Registrable Securities) for not less than 45 Trading Days following the date of any such termination.