Common use of Termination of Obligations to Effect Closing; Effects Clause in Contracts

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreement; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) 8.1 The obligations of the Company, on the one hand, and the InvestorPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the InvestorSecurities to be issued and sold pursuant to this Agreement; (iib) By by the Company if any of the conditions set forth in Section 6.2 6 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iiic) By the Investor by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 6.1 7 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementPurchaser; provided, however, that, except in the case of clause clauses (ib) and (c) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) 8.2 Nothing in this Section 6.3 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (ai) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (iA) Upon the mutual written consent of the Company and the Investor; (iiB) By the Company if any of the conditions set forth in Section 6.2 Paragraph 6(b) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iiiC) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 Paragraph 6(a) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (ivD) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementOctober 15, 2009; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the any Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementDecember 31, 2012; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Requisite Holders if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Requisite Holders; or (iv) By either the Company or the Investor any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJanuary 31, 2007; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Note Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Note Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Note Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing under this Agreement shall terminate as follows: (i) Upon the termination of the VOWST Acquisition Agreement; (ii) Upon the mutual written consent of the Company and the Investor; (iiiii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iiiiv) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementInvestor; provided, however, that, except in the case of clause clauses (i) and (ii) above, the party seeking to terminate its obligation to effect the a Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the VOWST Acquisition Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the such Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The outstanding obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; orwaived by the Investor; (iv) By either the Company or the Investor if the Closing has Automatically, with respect to any Shares not occurred previously sold, on or prior to the day that is sixty (60) days following the date of this Agreementbefore August 31, 2023; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the a Closing shall not then be in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in or the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closingother Transaction Documents. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementSeptember 30, 2007; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorPurchaser; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment and shall not have been waived by the Company; (iii) By the Purchaser if any of the conditions set forth in Section 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; (iii) By waived by the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedPurchaser; or (iv) By either the Company or the Investor Purchaser if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementFebruary 7, 2013; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investors; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementAugust 31, 2016; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorPurchaser; (ii) By the Company if any of the conditions set forth in Section 6.2 5.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Purchaser if any of the conditions set forth in Section 6.1 5.1 shall have become incapable of fulfillment, and shall not have been (where capable waived by the Purchaser. For the avoidance of waiver) waiveddoubt, the Purchaser can waive any of the conditions to Closing set forth in Section 5.1; or (iv) By either the Company or the Investor Purchaser if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreement; providedSeptember 30, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing2013. (b) Nothing in this Section 6.3 5.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the CompanyCompany and the Stockholders, on the one hand, and the InvestorParent, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Group, the Stockholders and the InvestorParent; (ii) By the Company Group or the Stockholders if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, fulfillment and shall not have been (where capable of waiver) waivedwaived by the Company or the Stockholders; (iii) By the Investor Parent if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by Parent; or (iv) By either the Company Group, the Stockholders or the Investor Parent if the Closing has not occurred on or prior to May 31, 2014, which date shall be automatically extended for a period of thirty (30) calendar days if the day that condition set forth in Section 6.1(j) is sixty (60) days following the date of this Agreement; not satisfied. provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement or the Related Agreements if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (ai) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (iA) Upon the mutual written consent of the Company and the Investor; (iiB) By the Company if any of the conditions set forth in Section 6.2 Paragraph 6(b) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iiiC) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 Paragraph 6(a) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (ivD) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementAugust 31, 2012; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the consummate any Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investors; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) date thirty days following after the date of this Agreementhereof; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect affect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorPurchaser; (ii) By the Company if any of the conditions set forth in Section 6.2 6 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company or if the Aggregate Purchase Price is not disbursed to the Company by March 7, 2014; (iii) By the Investor Purchaser (with respect to itself only) if any of the conditions set forth in Section 6.1 7 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreement; Purchaser. provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investors; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJanuary 31, 2016; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the CompanyStockholder, on the one hand, and the InvestorBBI, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Stockhold- er and the InvestorBBI; (ii) By the Company Stockholder if any of the conditions set forth in Section 6.2 8.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor BBI if any of the conditions set forth in Section 6.1 8.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by BBI; or (iv) By either the Company Stockholder or the Investor BBI if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementAugust 31, 2007; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s 's seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 8.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the any Investor (with respect to itself only) if the a Closing has not occurred on or prior to before the day that is sixty (60) days following fifth Business Day after the date of this Agreement; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the a Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the each Investor;, solely with respect to its own obligations. (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementMarch 15, 2024; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to Section 6.3, written notice thereof shall be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Requisite Holders if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Requisite Holders; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementApril 15, 2005; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) 7.3.1. Upon the mutual written consent of the Company and the Investor; (ii) 7.3.2. By the Company if any of the conditions set forth in Section 6.2 ‎7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) 7.3.3. By the Investor if any of the conditions set forth in Section 6.1 ‎7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) 7.3.4. By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJune 30, 2013; provided, however, that, except in the case of clause (i) ‎7.3.1 above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) . Nothing in this Section 6.3 ‎7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investors; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementAugust 31, 2014; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementInvestor; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) 8.1 The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and the InvestorPurchaser; (iib) By by the Company if any of the conditions set forth in Section 6.2 6 shall not have become incapable of fulfillmentbeen fulfilled within ten business days following the Effective Date, and shall not have been (where capable of waiver) waived;waived by the Company; or (iiic) By by the Investor Purchaser if any of the conditions set forth in Section 6.1 7 shall not have become incapable of fulfillmentbeen fulfilled within ten business days following the Effective Date, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementPurchaser; provided, however, that, except in the case of clause clauses (ib) and (c) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) 8.2 Nothing in this Section 6.3 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing or subsequent closings shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementMay 6, 2016; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreement; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, the Registration Rights Agreement and the Relationship Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement, the Registration Rights Agreement or the Relationship Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing under this Agreement shall terminate as follows: (i) On September 1, 2020, if the Public Offering has not closed by such date; (ii) If the HSR Clearance has not occurred within 90 days of submission of the HSR Filings; (iii) Upon the mutual written consent of the Company and the Investor; (iiiv) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iiiv) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementInvestor; provided, however, that, except in the case of clause clauses (iiii) and (iv) above, the party seeking to terminate its obligation to effect the a Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the such Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the CompanyStockholder, on the one hand, and the InvestorCSA, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Stockholder and the InvestorCSA; (ii) By the Company Stockholder if any of the conditions set forth in Section 6.2 8.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor CSA if any of the conditions set forth in Section 6.1 8.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by CSA; or (iv) By either the Company Stockholder or the Investor CSA if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementAugust 8, 2008 Closing Date"); provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s 's seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 8.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The outstanding obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; orwaived by the Investor; (iv) By either the Company Company, or the any Investor (with respect to itself only), if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementNovember 21, 2008; or provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJuly 31, 2009; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; orwaived by such Investor. (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementDecember 15, 2010; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or an Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall forthwith be given to the other party. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement the Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or any other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Requisite Holders if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Requisite Holders; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementDecember 31, 2005; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The outstanding obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iii) By the Investor if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillmentfulfillment or have not been fulfilled by October 31, 2012, due to no reason on the part of the Investor, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementInvestor; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) 8.1 The obligations of the Company, on the one hand, and the InvestorPurchasers, on the other hand, to effect the each Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the InvestorSecurities to be issued and sold pursuant to this Agreement; (iib) By by the Company if any of the conditions set forth in Section 6.2 6 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iiic) By the Investor by a Purchaser (with respect to itself only) if any of the conditions set forth in Section 6.1 7 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementPurchaser; provided, however, that, except in the case of clause clauses (ib) and (c) above, the party seeking to terminate its obligation to effect the an applicable Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the such Closing. (b) 8.2 Nothing in this Section 6.3 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (ai) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (iA) Upon the mutual written consent of the Company and the Investor; (iiB) By the Company if any of the conditions set forth in Section 6.2 Paragraph 6(b) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iiiC) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 Paragraph 6(a) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (ivD) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementSeptember 30, 2008; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (ai) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (iA) Upon the mutual written consent of the Company and the Investor; (iiB) By the Company if any of the conditions set forth in Section 6.2 Paragraph 6(b) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iiiC) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 Paragraph 6(a) shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (ivD) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementMarch 31, 2013; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The outstanding obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor;Investors; 138358.00102/7090676v.8 (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; orwaived by the Investor; (iv) By either the Company or Company, if a Closing on the Investor if the Closing Minimum Loan Amount has not occurred on or prior before February 17, 2012; or (v) Automatically, with respect to the day that is sixty (60) days following the date of this Agreementany Notes and Warrants not previously sold, on February 28, 2012; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in or the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closingother Transaction Documents. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon upon the mutual written consent of the Company and the Investor; (ii) By by the Company if any of the conditions set forth in Section 6.2 5.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By by the Investor if any of the conditions set forth in Section 6.1 5.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By by either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJuly 30, 2020; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement the Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 5.3 shall be deemed to release any either party from any liability for any breach by such party of the terms and provisions of this Agreement the Transaction Documents or to impair the right of any either party to compel specific performance by any the other party of its obligations under such agreementsthe Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either waived by the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementInvestor; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect the Closing shall terminate as follows: (i) Upon upon the mutual written consent of the Company and the InvestorPurchaser; (ii) By by the Company if any of the conditions set forth in Section 6.2 5.02 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By by the Investor Purchaser if any of the conditions set forth in Section 6.1 5.01 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Purchaser; or (iv) By by either the Company or the Investor Purchaser if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementDecember 31, 2005; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants covenants, or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s 's seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or the Purchaser of their obligations to effect the Closing pursuant to this Section 5.03, written notice thereof shall forthwith be given to the other parties hereto and the obligation of all parties to effect the Closing shall be terminated, without further action by any party. Nothing in this Section 6.3 5.03 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Requisite Holders if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Requisite Holders; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementMay 1, 2006; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived;waived by the Company; or (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreementwaived by such Investor; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect affect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Investors if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investors; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) date thirty days following after the date of this Agreementhereof; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestor prior to the Closing; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days fifth Trading Day following the date of this Agreement; provided, however, that, except in the case of clause clauses (iii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement the Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall be given to the other party. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the other terms and provisions of this Agreement the Transaction Documents or to impair the right of any party to compel specific performance by any other party of its other obligations under such agreementsthe Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, Company and the Investor, on the other hand, Investor to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementDecember 19, 2020; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementMarch 19, 2010; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementFebruary 15, 2012; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the any Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the such Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the such Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by such Investor; or (iv) By either the Company or the Investor Investors if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementNovember 17, 2017; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investor; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; (iii) By the Investor if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waived; or (iv) By either the Company or the Investor if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this Agreement; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement and the Warrant Instrument if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the Warrant Instrument or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorPurchaser, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorPurchaser; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Purchaser if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Purchaser; or (iv) By either the Company or the Investor Purchaser if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJune 29, 2007; provided, provided however, that, that except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 6.2 7.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the Investor Requisite Holders if any of the conditions set forth in Section 6.1 7.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Requisite Holders; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementNovember 20, 2005; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 7.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under such agreementsthis Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the InvestorInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the InvestorInvestors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Company; (iii) By the an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been (where capable of waiver) waivedwaived by the Investor; or (iv) By either the Company or the any Investor (with respect to itself only) if the Closing has not occurred on or prior to the day that is sixty (60) days following the date of this AgreementJune 15, 2012; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations under such agreements.