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

Termination of Obligations to Effect Closing; Effects. The obligations of the Company, on the one hand, and the Buyers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (ii) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyer; 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. In the event of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the any Closing shall terminate as follows: (ia) Upon by a Purchaser (with respect to itself only) on or after September 15, 2015, if the initial Closing has not been consummated on or prior to such date; (b) upon the mutual written consent of the Company and Buyers Purchasers that agreed to purchase a majority of the Common Shares Securities to be issued and sold pursuant to this Agreement; (iic) By by the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (d) by a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; provided, however, that, except in the case of clause clauses (ic) and (d) 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. In the event case of a termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7clause (a) above, written notice thereof shall be given to the other Buyers by ViewRay, the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice Placement Agents shall, pursuant to the Company. terms of Section 4(iii) of the Escrow Agreement, promptly instruct the Escrow Agent to return to each Purchaser the Purchase Price (without interest and deduction) delivered by such Purchaser to the Escrow Agent. 8.2 Nothing in this Section 7 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 this 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 BuyersInvestor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestor; (ii) By the Company if (A) any of the conditions set forth in Section 5 10.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or, or (B) the Company has satisfied all conditions set forth in Section 10.1 with respect to the Closing and the Closing has not occurred prior to 5:00 P.M. New York time on the deadline set forth in Section 3 with respect for the Closing Date. (iii) By a Buyer the Investor if (with respect to itself onlyA) if any of the conditions set forth in Section 6 10.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor, or (B) the Investor has satisfied all conditions set forth in writing by such Buyer; Section 10.2 with respect to the Closing and the Closing has not occurred prior to 5:00 P.M. New York time on the deadline set forth in Section 3 with respect for the Closing Date. (iv) By the Investor if the Company is in breach of any of the representations and warranties set forth in Section 4. provided, however, that, except in the case of clause clauses (iii), (iii) or (iv) 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. In . (b) If the event of termination by Investor terminates this Agreement pursuant to clause (iii) or (iv) above, the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given reimburse the Investor for all attorneys fees relating to the other Buyers by negotiation, preparation, execution or termination of the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. Transaction Documents. (c) Nothing in this Section 7 10.3 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 7.1 The obligations of the Company, on the one hand, and the BuyersPDL BioPharma, Inc., on the other hand, to effect the First Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (iia) By the Company PDL BioPharma, Inc. if any of the conditions set forth in Section 5 6.1 shall have become incapable of fulfillment, and shall not have been waived by PDL BioPharma, Inc., prior to the CompanyFirst Closing; or (iiib) By a Buyer (with respect to itself only) the Company if any of the conditions set forth in Section 6 6.3 shall have become incapable of fulfillmentfulfillment with respect to such Purchaser, and shall not have been waived in writing by such Buyerthe Company; provided, however, that, except in the case of clause (ib) above, the party seeking to terminate its obligation to effect the First 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 such First Closing. 7.2 In the event that the Purchasers exercise their Purchase Right and have delivered a Purchase Notice to the Company, the obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Second Closing shall terminate as follows: (a) By a Purchaser (with respect to itself only) if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser, prior to the Second Closing. ; (b) By the Company with respect to the Second Closing if any of the conditions set forth in Section 6.4 shall have become incapable of fulfillment with respect to such Purchaser, and shall not have been waived by the Company; provided, however, that, except in the case of clause (b) above, the party seeking to terminate its obligation to effect the Second 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 such Second Closing. 7.3 In the event of termination by the Company or any Buyer Purchaser of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the such Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (i) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon the mutual written consent of the Company and Buyers that agreed an Investor (but only with respect to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreementsuch Investor); (iib) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iiic) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; provided, however, that, except in the case of clause (ia) 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. . (ii) In the event of a termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 76.3, written notice thereof shall be given to the other Buyers Investors by the Company and any Buyer the other Investors shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Investors. Nothing in this Section 7 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 this Agreement or the other Transaction Documents. (iii) Upon termination of this Agreement pursuant to this Section 6.3, this Agreement shall forthwith become void (in the case of a termination with respect to only one Investor, only with respect to such Investor) and there shall be no further obligations or liabilities on the part of the Company and such Investor(s); provided, that, this Section 4, Section 9.4 through Section 9.10 and Section 9.10 shall survive the termination of this Agreement; provided further that nothing set forth in this Agreement shall relieve any party from liability for any breach of this Agreement occurring prior to such termination.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; or (iv) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to the 30th date after the date hereof; 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 Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 78, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, Abiomed and the Buyers, on the other hand, Investors to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Company, Abiomed and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.3 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer Abiomed (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived by Abiomed; (iv) By an Investor (with respect to itself only) if any of the conditions set forth in writing Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Investor; or (v) By either the Company, Abiomed (with respect to itself only) or any Investor (with respect to itself only) if the Closing has not occurred on or prior to August 31, 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) In the event of termination by the Company Company, Abiomed or any Buyer Investor of its obligations to effect a the Closing pursuant to this Section 76.4, written notice thereof shall forthwith be given to the other Buyers parties by the Company and any Buyer the other parties shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other parties hereto. Nothing in this Section 7 6.4 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Buyers such Purchasers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (iib) By by the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; 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. In the event of termination . 8.2 If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing Purchaser pursuant to the provisions of Section 8.1, this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer such Purchaser shall have forthwith become void and there shall be no further obligations on the right part of the Company or such Purchaser or their respective stockholders, directors, officers, employees, agents or representatives, except for rights and obligations that had accrued hereunder prior to terminate its obligations to effect such termination and the Closing upon written notice provisions of Sections 10.3 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 11, 12 and 13, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) to release any party from any liability for any breach by such party of the terms and provisions of this Agreement Agreement, or the other Transaction Documents or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction DocumentsAgreement, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. 7.1 The obligations of the Company, on the one hand, and the BuyersPurchaser, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon By the mutual written consent Purchaser if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment with respect to the Company and Buyers shall not have been waived by the Purchaser, prior to the Closing Date; provided, however, that agreed if the failure of any such condition is a result of any curable breach by the Company of this Agreement, such breach has not been cured by the earlier of 10 days after the giving of written notice by the Purchaser to purchase a majority the Company of the Common Shares to be issued and sold pursuant to this Agreement;breach. (iib) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillmentfulfillment with respect to the Purchaser, and shall not have been waived by the Company; or (iii) By a Buyer (with respect , prior to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerClosing Date; provided, however, that, except in that if the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach failure of any such condition is a result of its representationsany curable breach by the Purchaser of this Agreement, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in not been cured by the circumstances earlier of 10 days after the giving rise to such party’s seeking to terminate its obligation to effect the Closing. In the event of termination written notice by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by Purchaser of the Company and any Buyer shall have breach. provided, however, that the right to terminate this Agreement under this Section 7.1 shall not be available to any party whose failure to comply with its obligations to effect under this Agreement has been the cause of or resulted in the failure of the Closing upon written notice to the Company. occur. 7.2 Nothing in this Section 7 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 this 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 BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such BuyerPurchaser; or (iv) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to the 30th date after the date hereof; 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) In the event of termination by the Company or any Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 78, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company9.1 This Agreement may be terminated, on the one handa Purchaser-by-Purchaser basis, and the Buyers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreementsuch Purchaser; (iib) By by the Company if any of the conditions set forth in Section 5 Sections 6 and 8.1 (as applicable to such Purchaser) shall have become incapable of fulfillment, and shall not have been waived by the CompanyCompany or satisfied by September 30, 2016; or (iiic) By a Buyer (with respect to itself only) by such Purchaser if any of the conditions set forth in Section 6 Sections 7 and 8.2 (as applicable to such Purchaser) shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Purchaser or satisfied by September 30, 2016; 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. In the event of termination . 9.2 If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing Purchaser pursuant to the provisions of Section 9.1, this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer such Purchaser shall have (and, in the right case of the FF Investor, the FF Beneficial Investor) forthwith become void and there shall be no further obligations on the part of the Company or such Purchaser (and, in the case of the FF Investor, the FF Beneficial Investor) or their respective stockholders, directors, officers, employees, agents or representatives, except for rights and obligations that had accrued hereunder prior to terminate its obligations to effect such termination and the Closing upon written notice provisions of Sections 11.6 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 11.7, 12, 13 and 14, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) 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 Documents, or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate may be terminated as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to March 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 seeking to terminate its obligation to effect the Closing. . (b) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the any Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to July 10, 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given by the Terminating Investor to the CompanyCompany and the other Investors, and each other Investor shall have the right (but not the obligation) to purchase a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the Closing shall terminate may be terminated as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the date that is three Trading Days after the date hereof; 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 Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Buyers such Purchasers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (iib) By by the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (c) by a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; 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. In the event of termination . 8.2 If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing Purchaser pursuant to the provisions of Section 8.1, this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer such Purchaser shall have forthwith become void and there shall be no further obligations on the right part of the Company or such Purchaser or their respective stockholders, directors, officers, employees, agents or representatives, except for rights and obligations that had accrued hereunder prior to terminate its obligations to effect such termination and the Closing upon written notice provisions of Sections 10.6 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 10.7, 11, 12 and 13, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) 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 Documents, or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of all the Common Shares to be issued and sold pursuant to this AgreementPurchaser; (iib) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions Purchaser set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; (c) By a Purchaser (with respect to itself only) if any of the conditions of the Company set forth in writing by such BuyerSection 5 shall have become incapable of fulfillment; or (d) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to December 1, 2014; provided, however, (i) the right to terminate this Agreement under this Section 7 shall not be available to such Purchaser if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Purchaser’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Securities shall be applicable only to such Purchaser providing such written notice, provided, further, that, except in the case of clause (ia) 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. In the event of termination by the Company or any Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 7, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing Closings shall terminate as follows: (ia) Upon Prior to the Second Closing, upon the mutual written consent of the Company and Buyers each of the Purchasers that agreed to purchase a majority of purchase, or following the Common Initial Closing have purchased, the Initial Shares to be issued and sold pursuant to this Agreement; (iib) Following the Second Closing, upon the mutual written consent of the Company and the Purchasers that have purchased a majority of the Shares pursuant to this Agreement; (c) By the Company with respect to any Closing if any of the conditions set forth in Section 5 6 applicable to such Closing shall have become incapable of fulfillmentfulfillment with respect to each Purchaser, and shall not have been waived by the Company; or (iiid) By With respect to the Initial Closing, by a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 7 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser, prior to the Initial Closing; or (e) With respect to the Second Closing, by a Purchaser (with respect to itself only) if (i) any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser, prior to the Second Closing, or (ii) the Second Closing has not occurred by the second anniversary of the Effective Date; provided, however, that, except in the case of clause clauses (ia) and (b) 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 such Closing. In the event of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. . 8.2 Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementRequired Investors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer (with respect to itself only) the Required Investors if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Required Investors; or (iv) By either the Company or the Required Investors if the Closing has not occurred on or prior to September 30, 2002; provided, however, that, (x) 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 Agreements if such breach has resulted in the circumstances giving rise to such party’s 's seeking to terminate its obligation to effect the Closing. , and (y) in the event that (A) either the Company or the Required Investors terminate this Agreement pursuant to Section 6.3(a)(ii) or (iii) as a result of the failure of the Company's stockholders to approve the Proposal at the Stockholders Meeting (as defined below) and (B) the Company's Board of Directors has withdrawn or modified its recommendation to stockholders pursuant to the provisions of Section 7.11(b), upon such termination the Company shall pay to the Investors, pro rata based on their pro rata share of the Aggregate Purchase Price, a breakup fee of $500,000 in cash. (b) In the event of termination by the Company or any Buyer the Required Investors of its their obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers by parties hereto and, except as specified above, the Company and any Buyer shall have the right to terminate its obligations obligation of all parties to effect the Closing upon written notice to the Companyshall be terminated, without further action by any party. Nothing in this Section 7 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 Agreements or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction DocumentsAgreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect affect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of Company, for the conditions set forth in Section 5 shall have become incapable of fulfillmentCash Purchase, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company, or if the Purchase Price (designated in writing Exhibit A) is not disbursed to the Company by such Buyer; December 26, 2014 and (B) by the Company, for the Operating Company Purchase, if all of the conditions set forth in Section 8 have not been fulfilled by June 30, 2015. (iii) By the Purchasers (with respect to itself only) if any of the conditions set forth in Section 7 shall have become incapable of fulfillment, and shall not have been waived by the Purchasers. 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. In the event of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. . (b) Nothing in this Section 7 9 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 this Agreement or the other Transaction Documents. (c) In the event that the Operating Company Purchase shall be terminated pursuant to this Section 9, the Purchasers shall have no right to rescind or terminate the Cash Purchase and any such termination of the Operating Company Purchase shall not affect the validity or enforceability of any other provision of this Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate may be terminated as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to June 8, 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase a pro rata portion of the Terminating Investor’s allocated portion of the total number of Securities to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Securities as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Securities) at a price per Share (and inclusive of a Warrant for 0.25 Warrants Shares for each such Share) equal to the Per Share Purchase Price. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchaser, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchaser; (iib) By by the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (c) by the Purchaser if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; 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. In the event of termination . 8.2 If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing the Purchaser pursuant to the provisions of Section 8.1, this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer the Purchaser shall have forthwith become void and there shall be no further obligations on the right part of the Company or the Purchaser or their respective stockholders, directors, officers, employees, agents or representatives, except for rights and obligations that had accrued hereunder prior to terminate its obligations to effect such termination and the Closing upon written notice provisions of Sections 10.3 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 11, 12 and 13, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) to release any party from any liability for any breach by such party of the terms and provisions of this Agreement Agreement, or the other Transaction Documents or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction DocumentsAgreement, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementRequired Investors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer (with respect to itself only) the Required Investors if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Required Investors; or (iv) By either the Company or the Required Investors if the Closing has not occurred on or prior to the fifteenth Business Day following the completion of the Shareholders Meeting (as defined in writing by such Buyer; providedSection 7.9);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 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) In the event of termination by the Company or any Buyer the Required Investors of its their obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers by parties hereto and the Company and any Buyer shall have the right to terminate its obligations obligation of all parties to effect the Closing upon written notice to the Companyshall be terminated, without further action by any party. Nothing in this Section 7 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 Agreements or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction DocumentsAgreements.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerPurchaser; or (iv) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred prior to 11:59 PM (New York time) on May 15, 2022; 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 Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this 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 BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or0000-0000-0000\10 (iii) By a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerPurchaser; or (iv) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred prior to 11:59 PM (New York time) on July 30, 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 Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the any Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Investors purchasing Shares to be issued and sold pursuant to this AgreementWarrants at such Closing; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the initial Closing has not occurred on or prior to November 15, 2006; 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 's seeking to terminate its obligation to effect the Closing. . (b) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers by Investors and the Company and any Buyer other Investors shall have the right to terminate its their obligations to effect the such Closing upon written notice to the CompanyCompany and the other Investors. Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the Closing Closings shall terminate as follows: (i) Upon Prior to the Second Closing, upon the mutual written consent of the Company and Buyers each of the Investors that agreed to purchase a majority of purchase, or following the Common Shares to be issued and sold Initial Closing have purchased, Closing Securities pursuant to this Agreement; (ii) Following the Second Closing, upon the mutual written consent of the Company and the Investors that have purchased a majority of the Closing Securities pursuant to this Agreement; (iii) By the Company with respect to any Closing if any of the conditions set forth in Section 5 6.3 applicable to such Closing shall have become incapable of fulfillmentfulfillment with respect to each Investor, and shall not have been waived by the Company; or (iiiiv) By a Buyer With respect to the Initial Closing, by an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor, prior to the Initial Closing; (v) With respect to the Second Closing or Additional Closing, by an Investor (with respect to itself only) if any of the conditions set forth in writing Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Investor, prior to the applicable Closing; 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 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 76.4, written notice thereof shall be given to the other Buyers Investors by the Company and any Buyer the other Investors shall have the right to terminate its their obligations to effect the such Closing upon written notice to the CompanyCompany and the other Investors. Nothing in this Section 7 6.4 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 this Agreement or the other Transaction Documents. (c) In the event of the completion of a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company (each, a “Company Sale”), the obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closings shall terminate. For purposes hereof, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a Person or group of affiliated Persons, of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock if, after such transfer, such Person or group of affiliated Persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity).

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementRequisite Holders; (ii) By the Company if any of the conditions set forth in Section 5 7.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer (with respect to itself only) the Requisite Holders if any of the conditions set forth in Section 6 7.1 shall have become incapable of fulfillment, and shall not have been waived by the Requisite Holders; (iv) By any Purchaser upon failure to hold the Shareholder Meeting by the Shareholder Meeting Deadline or upon the failure of the shareholders to approve the Resolutions authorizing the issuance of the Notes and conversion thereof; (v) By any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to March 31, 2007; or (vi) By the Company in writing by such Buyer; the event the Company has called and held at least two Shareholder Meetings and have not obtained Shareholder Approval. 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 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. In the event of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. . (b) Nothing in this Section 7 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 Note Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Note Documents.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers Investors that agreed to purchase a majority of the Common Shares Placement Securities to be issued and sold pursuant to this Agreement; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillmentfulfillment with respect to Investors that agreed to purchase a majority of the Placement Securities to be issued and sold pursuant to this Agreement, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerInvestor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Trading Day 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 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 Buyer Investor of its obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall be given to the other Buyers Investors by the Company and any Buyer the other Investors shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Investors. Nothing in this Section 7 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 this 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 BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows:other (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement;Required (ii) By the Company if any of the conditions set forth in Section 5 5.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer (with respect to itself only) the Required Purchasers if any of the conditions set forth in Section 6 5.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerRequired Purchasers; or (iv) By either the Company or the Required Purchasers if the Closing has not occurred on or prior to May __, 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) In the event of termination by the Company or any Buyer the Required Purchasers of its their obligations to effect a the respective Closing pursuant to this Section 75.4, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. Nothing in this Section 7 5.4 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company(a) This Agreement may be terminated, on the one handa Purchaser-by-Purchaser basis, and the Buyers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon i. upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreementsuch Purchaser; (ii) By . by the Company if any of the conditions set forth in Section 5 Sections 6 shall have become incapable of fulfillment, and shall not have been waived by the CompanyCompany or satisfied by April 30, 2017; or (or iii) By a Buyer (with respect to itself only) . by such Purchaser if any of the conditions set forth in Section 6 Otic Share Purchase Agreement shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerterminated without the Company having consummated the Otic Acquisition; provided, however, that, except in the case of clause (ib) 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. In the event of termination . (b) If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing Purchaser pursuant to the provisions of Section 8(a), this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer such Purchaser shall have forthwith become void and there shall be no further obligations or liability on the right to terminate its obligations to effect part of the Closing upon written notice Company or such Purchaser or their respective stockholders, directors, officers, employees, agents or representatives, except for the provisions of Sections 10.4 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 12 and 13, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) to release any party from any liability for any knowing or intentional breach by such party of the terms and provisions of this Agreement or the other Transaction Documents Documents, or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company, on the one hand, and the Buyerseach Investor, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreementsuch Investor; (iib) By the Company if any of the conditions set forth in Section 5 6.4 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iiic) By a Buyer the Initial Investor if any of the conditions set forth in Section 6.1 or Section 6.2 shall have become incapable of fulfillment prior to the Initial Closing Date or the Final Closing Date, as applicable, and shall not have been waived by the Initial Investor; (d) By an Additional Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.3 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; (e) If the Transaction Agreement terminates, without the consummation of the Transaction having occurred, for any reason; or (f) In the case of the Initial Closing only, by either the Company or any Investor (with respect to itself only) if the Initial Closing has not occurred on or prior to December 31, 2020; provided, however, that, except in the case of clause clauses (ib) or (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. In If this Agreement terminates following the event of termination delivery by the Initial Investor of the Purchase Price for the Units, the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given promptly return the applicable Purchase Price to the other Buyers by Initial Investor. Notwithstanding the foregoing, if the Initial Closing occurs, the obligations of each of (i) the Company to sell and any Buyer shall have issue the right to terminate its obligations to effect the Closing upon written notice Remaining Units to the Initial Investor and (ii) the Initial Investor to purchase the Remaining Units from the Company. Nothing in this Section 7 shall be deemed , subject to release any party from any liability for any breach by such party the satisfaction of the terms and provisions condition set forth in Section 6.2, cannot be terminated without the prior written consent of this Agreement Ribbon, such consent not to be unreasonably withheld 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 this Agreement or the other Transaction Documentsdelayed.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestor, on the other hand, to effect the Closing shall terminate as follows: : (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; Investor; (ii) By the Company if (A) any of the conditions set forth in Section 5 10.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or , or (B) the Company has satisfied all conditions set forth in Section 10.1 with respect to the Closing and the Closing has not occurred prior to 5:00 P.M. New York time on the deadline set forth in Section 3 with respect for the Closing Date. (iii) By a Buyer the Investor if (with respect to itself onlyA) if any of the conditions set forth in Section 6 10.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor, or (B) the Investor has satisfied all conditions set forth in writing by such Buyer; Section 10.2 with respect to the Closing and the Closing has not occurred prior to 5:00 P.M. New York time on the deadline set forth in Section 3 with respect for the Closing Date. (iv) By the Investor if the Company is in breach of any of the representations and warranties set forth in Section 4. provided, however, that, except in the case of clause clauses (iii), (iii) or (iv) 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. In . (b) If the event of termination by Investor terminates this Agreement pursuant to clause (iii) or (iv) above, the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given reimburse the Investor for all attorneys fees relating to the other Buyers by negotiation, preparation, execution or termination of the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. Transaction Documents. (c) Nothing in this Section 7 10.3 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 this Agreement or the other Transaction Documents. 11.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, Newco and the Buyers, on the other hand, Preferred Holders to effect the Closing shall terminate may be terminated and the transaction contemplate hereby abandoned prior to the Closing as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementNewco; (ii) By either the Company or Newco at any time prior to the date that Newco certifies to the Company that it has received (a) executed Bondholder Sale Agreements from holders of a sufficient amount of the Notes so as to enable Newco and the Company to effect the Exchange without acquiring any additional Notes; and (b) signature pages to this Agreement from any other Preferred Holders with voting rights with respect to a sufficient number of shares so as to permit the Recapitalization Transactions to be effected without consent required from any other Preferred Holders. (iii) by either the Company or Newco if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling, or taken any other action (including enactment of a statute, rule or regulation) restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; (iv) by either the Company or Newco if the Closing has not occurred on or prior to the date that is one hundred twenty (120) days following the date of this Agreement, plus that number of additional days as shall equal the number of days elapsing between the time of the filing of the initial filing with the SEC of the Proxy Statement and the time the SEC notifies the Company it has no further comments with respect thereto minus ten (10) days (the “Termination Date”); (v) by either the Company or Newco if the Stockholder Meeting shall have been convened and a vote with respect to the adoption of this Agreement by the Company Requisite Vote shall not have been obtained (unless the Stockholder Meeting is adjourned or postponed to vote on the Recapitalization Transactions at a subsequent date, which in any event shall not be later than five days prior to the Termination Date); (vi) By the Company (A) pursuant to and in accordance with Section 5.4(b) or (c). (B) if there shall have been a breach of any of the covenants or agreements or a failure to be true of any of the representations or warranties set forth in this Agreement on the part of Newco, which breach or failure to be true, either individually or in the aggregate and, in the case of the representations and warranties, measured on the date of this Agreement or, if provided herein, as of any subsequent date (as if made on such date), would result in the failure of the conditions set forth in Section 5 shall have become incapable of fulfillment4.1 or 4.3, as the case may be, and shall which is not have been waived cured within the earlier of (i) the Termination Date and (ii) thirty (30) days following written notice to Newco, or which by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall its nature or timing cannot have been waived in writing by be cured within such Buyertime period; provided, however, that, except in that the case of clause (i) above, Company shall not have the party seeking right to terminate its obligation this Agreement pursuant to effect this Section 6.1(a)(vi)(B) if the Closing shall not Company is then be in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if and such breach has resulted in the circumstances giving rise to such partyNewco’s seeking to terminate its obligation to effect the Closing. In . (C) if all the event conditions set forth in Section 4.1 and 4.2 have been satisfied and Newco has failed to consummate the Recapitalization Transactions no later than ten (10) Business Days after the satisfaction of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. Nothing in this Section 7 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 this Agreement or the other Transaction Documentsconditions.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerPurchaser; or (iv) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred prior to 11:59 PM (New York time) on July 30, 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 Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company(a) This Agreement may be terminated, on the one handa Purchaser-by-Purchaser basis, and the Buyers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon i. upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreementsuch Purchaser; (ii) By . by the Company if any of the conditions set forth in Section 5 Sections 6 shall have become incapable of fulfillment, and shall not have been waived by the CompanyCompany or satisfied by , 2017; or (or iii) By a Buyer (with respect to itself only) . by such Purchaser if any of the conditions set forth in Section 6 Otic Share Purchase Agreement shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerterminated without the Company having consummated the Otic Acquisition; provided, however, that, except in the case of clause (ib) 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. In the event of termination . (b) If this Agreement is terminated by either the Company or any Buyer of its obligations to effect a Closing Purchaser pursuant to the provisions of Section 13(a), this Section 7, written notice thereof shall be given Agreement with respect to the other Buyers by the Company and any Buyer such Purchaser shall have forthwith become void and there shall be no further obligations or liability on the right to terminate its obligations to effect part of the Closing upon written notice Company or such Purchaser or their respective stockholders, directors, officers, employees, agents or representatives, except for the provisions of Sections 10.4 with respect to the Company. Nothing Confidentiality Obligations (as defined below), 12 and 13, which shall survive any termination of this Agreement; provided, that nothing in this Section 7 8 shall be deemed (i) to release any party from any liability for any knowing or intentional breach by such party of the terms and provisions of this Agreement or the other Transaction Documents Documents, or (ii) to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents, in either case, which may have arisen prior to termination of this Agreement.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, Abiomed and the Buyers, on the other hand, Investors to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Company, Abiomed and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.3 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer Abiomed (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived by Abiomed; (iv) By an Investor (with respect to itself only) if any of the conditions set forth in writing Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Investor; or (v) By either the Company, Abiomed (with respect to itself only) or any Investor (with respect to itself only) if the Closing has not occurred on or prior to August 31, 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 's seeking to terminate its obligation to effect the Closing. . (b) In the event of termination by the Company Company, Abiomed or any Buyer Investor of its obligations to effect a the Closing pursuant to this Section 76.4, written notice thereof shall forthwith be given to the other Buyers parties by the Company and any Buyer the other parties shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other parties hereto. Nothing in this Section 7 6.4 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 this 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 BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to June 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority all of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (iib) By the Company if any of the conditions of the Purchaser set forth in Section 5 8 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iiic) By a Buyer Purchaser (with respect to itself only) if any of the conditions of the Company set forth in Section 6 7 shall have become incapable of fulfillment; or (d) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to June 30, and shall not have been waived in writing by such Buyer2015; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Purchaser if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Purchaser’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Securities shall be applicable only to such Purchaser providing such written notice, provided, further, that, except in the case of clause (ia) 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. In the event of termination by the Company or any Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 78, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The 7.1 Other than in respect of the registration rights set forth in Section 10, the obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon upon the mutual written consent of the Company and Buyers such Purchasers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (iib) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, fulfillment with respect to the Company and shall not have been waived in writing by such Buyerthe Purchaser, prior to the Closing Date; provided, however, that, except in that if the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach failure of any such condition is a result of its representationsany curable breach by the Company of this Agreement, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in not been cured by the circumstances earlier of 10 days after the giving rise of written notice by the Purchaser to such party’s seeking to terminate its obligation to effect the Closing. In Company of the event of termination breach; or (c) by the Company or if any Buyer of its obligations to effect a Closing pursuant to this the conditions set forth in Section 7, written notice thereof 6.2 shall be given have become incapable of fulfillment with respect to the other Buyers Purchasers and shall not have been waived by the Company and prior to the Closing Date; provided, however, that if the failure of any Buyer shall have such condition is a result of any curable breach by the Purchaser of this Agreement, such breach has not been cured by the earlier of 10 days after the giving of written notice by the Company to the Purchaser of the breach. provided, however, that the right to terminate this Agreement under this Section 7.1 shall not be available to any party whose failure to comply with its obligations to effect under this Agreement has been the cause of or resulted in the failure of the Closing upon written notice to the Company. occur. 7.2 Nothing in this Section 7 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 this Agreement or the other Transaction DocumentsAgreement.

Termination of Obligations to Effect Closing; Effects. (a) The outstanding obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by the Investor; (iv) By the Company if the Closing of the sale of the Minimum Units has not occurred on or prior to January 7, 2008; (v) In the event that the Company elects to extend the date of the Closing of the sale of the Minimum Units (or such Buyerearlier date, if applicable), by either the Company, or any Investor (with respect to itself only), if the Closing of the Sale of the Minimum Units has not occurred on or prior to January 31, 2008; or (vi) Automatically, with respect to any Units not previously sold, on February 15, 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a the Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers by Investors and the Company and any Buyer other Investors shall have the right to terminate its their obligations to effect the such Closing upon written notice to the CompanyCompany and the other Investors. Nothing in this Section 7 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 this 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 BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By by the Company if any of the conditions set forth in Section 5 7.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer by an Investor (with respect to itself only) if any of the conditions set forth in Section 6 7.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; (iv) by either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to September 10, 2014; or (v) by either the Company or any Investor (with respect to itself only) if any governmental authority in writing the United States shall have been enacted, issued, promulgated, enforced or entered any judgment, injunction or similar order which is then in effect and is final and nonappealable and has the effect of making consummation of the transactions contemplated by the Transaction Documents illegal or otherwise preventing or prohibiting consummation of such Buyertransactions; provided, however, that, except in the case of clause clauses (i) and (v) 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. Documents. (b) In the event of a termination by the Company or any Buyer Investor of its obligations to effect a the Closing pursuant to this Section 77.3, written notice thereof shall forthwith be given to the other Buyers Investors by the Company and any Buyer the other Investors shall have the right to terminate its their obligations to effect the Closing upon written notice to the Company. Nothing Company and the other Investors. (c) In the event of any termination of this Agreement as provided in this Section 7 7.3, this Agreement (other than this Section 7.3(c) and Section 9, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect; provided, that nothing in this Section 7.3(c) 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 this 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 BuyersInvestors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to July 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 seeking to terminate its obligation to effect the Closing. . (b) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given by the Company to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this Agreement or the other Transaction Documents.]

Termination of Obligations to Effect Closing; Effects. The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (ia) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (iib) By the Company if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; or (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived by the Company; (c) By a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser; or (d) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to the 5th date after the date hereof; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Purchaser if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Purchaser’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Shares and the Warrants shall be applicable only to such Purchaser providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Purchaser for the expenses described in Section 4(f) above, provided, further, that, except in the case of clause (ia) 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. In the event of termination by the Company or any Buyer Purchaser of its obligations to effect a the Closing pursuant to this Section 78, written notice thereof shall forthwith be given to the other Buyers Purchasers by the Company and any Buyer the other Purchasers shall have the right to terminate its their obligations to effect the Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. (i) The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect the Closing shall terminate as follows: (iA) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementPurchasers; (iiB) By the Company if any of the conditions set forth in Section 5 2.2(b) shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iiiC) By a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 2.2(a) shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerPurchaser; or (D) By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to November 8, 2005; provided, however, that, except in the case of clause (iA) 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. In the event of termination by the Company or any Buyer of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon written notice to the Company. . (ii) Nothing in this Section 7 2.2(c) 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 this Agreement or the other Transaction Documents. (iii) In the event of termination by a Purchaser of its obligations to effect the Closing pursuant to this Section 2.2(c), written notice thereof shall forthwith be given by the Company to the other Purchasers and the other Purchasers shall have the right to terminate their obligations to effect the Closing upon written notice to the Company.

Termination of Obligations to Effect Closing; Effects. (a) The obligations of the Company, on the one hand, and the BuyersInvestors, on the other hand, to effect the Closing shall terminate may be terminated as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementInvestors; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Investor (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such Buyerthe Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to March 31, 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) In the event of termination by the Company or any Buyer Investor of its obligations to effect a Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations to effect the Closing upon pursuant to this Section 6.3 (such Investor, a “Terminating Investor”), written notice thereof shall forthwith be given to the Companyother Investors, and each other Investor shall have the right (but not the obligation) to purchase at a price per Share equal to the Per Share Purchase Price a pro rata portion of the Terminating Investor’s allocated portion of the total number of Shares to be acquired by all Investors under this Agreement (or such greater portion of the Terminated Investor’s allocated portion of the Shares as otherwise agreed to among each of the other Investors electing to purchase a portion of the Terminated Investor’s allocated portion of the Shares). Nothing in this Section 7 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 this 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 BuyersAdditional Purchasers, on the other hand, to effect the each Additional Notes Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this AgreementAdditional Purchasers; (ii) By the Company if any of the conditions set forth in Section 5 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; or; (iii) By a Buyer an Additional Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 6.1 shall have become incapable of fulfillment, and shall not have been waived in writing by such BuyerAdditional Purchaser; or (iv) By either the Company or any Additional Notes Purchaser (with respect to itself only) if the first Additional Notes Closing has not occurred on or prior to November 15, 2013; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the an Additional Notes 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 Additional Notes Closing. . (b) In the event of termination by the Company or any Buyer Additional Purchaser of its obligations to effect a an Additional Notes Closing pursuant to this Section 76.3, written notice thereof shall forthwith be given to the other Buyers Additional Purchasers by the Company and any Buyer the other Additional Purchasers shall have the right to terminate its their obligations to effect the such Additional Notes Closing upon written notice to the CompanyCompany and the other Purchasers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. The obligations of the CompanyLiquidia, on the one hand, and the Buyers, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Liquidia and Buyers that agreed to purchase a majority of the Common Shares to be issued and sold pursuant to this Agreement; (ii) By the Company Liquidia if any of the conditions set forth in Section 5 shall have become incapable of fulfillment, and shall not have been waived by the Company; orLiquidia; (iii) By a Buyer (with respect to itself only) if any of the conditions set forth in Section 6 shall have become incapable of fulfillment, and shall not have been waived in writing by such the Buyer; or (iv) By either Liquidia or any Buyer (with respect to itself only) if the Closing has not occurred on or prior to January 15, 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. In the event of termination by the Company Liquidia or any Buyer of its obligations to effect a the Closing pursuant to this Section 7, written notice thereof shall be given to the other Buyers by Liquidia and the Company and any Buyer other Buyers shall have the right to terminate its their obligations to effect the Closing upon written notice to Liquidia and the Companyother Buyers. Nothing in this Section 7 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 this Agreement or the other Transaction Documents.

Termination of Obligations to Effect Closing; Effects. 8.1 The obligations of the Company, on the one hand, and the BuyersPurchasers, on the other hand, to effect affect the Closing Closings shall terminate as follows: (ia) Upon Prior to the Second Closing, upon the mutual written consent of the Company and Buyers each of the Purchasers that agreed to purchase a majority of purchase, or following the Common Initial Closing have purchased, the Initial Shares to be issued and sold pursuant to this Agreement; (iib) Following the Second Closing, upon the mutual written consent of the Company and the Purchasers that have purchased a majority of the Shares pursuant to this Agreement; (c) By the Company with respect to any Closing if any of the conditions set forth in Section 5 6 applicable to such Closing shall have become incapable of fulfillmentfulfillment with respect to each Purchaser, and shall not have been waived by the Company; or (iiid) By With respect to the Initial Closing, by a Buyer Purchaser (with respect to itself only) if any of the conditions set forth in Section 6 7 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser, prior to the Initial Closing; or (e) With respect to the Second Closing, by a Purchaser (with respect to itself only) if any of the conditions set forth in writing Section 7 shall have become incapable of fulfillment, and shall not have been waived by such Buyerthe Purchaser, prior to the applicable Closing; provided, however, that, except in the case of clause clauses (ia) and (b) above, the party seeking to terminate its obligation to effect the Initial 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 Initial Closing. . 8.2 In the event of termination by the completion of a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company or any Buyer (each, a “Company Sale”), the obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closings shall be at Purchaser’s election predicated on Purchaser having funded at least sixty percent (60%) of its obligations to effect a Closing pursuant to this Section 7total investment in the Initial Closing. If Purchaser has funded less than sixty percent (60%) of its total investment in the Initial Closing, written notice thereof shall then Purchaser will not be given to the other Buyers by the Company and any Buyer shall have the right to terminate its obligations entitled to effect the Closing upon written notice Company Sale. For purposes hereof, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a Person or group of affiliated Persons, of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock if, after such transfer, such Person or group of affiliated Persons would hold more than 50% of the Company. outstanding voting securities of the Company (or the surviving entity). 8.3 Nothing in this Section 7 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 this Agreement or the other Transaction Documents.