Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof; (2) any Underwriter to the Company; or (3) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Netherlands authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Oklahoma authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE; Commission, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing General Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 5(h) and 7 8 hereof; , (2b) any Underwriter to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Israeli authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Virginia authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would have a Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Xxxxxx by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Xxxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Xxxxxx there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Xxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred or shall exist an event or condition of a type described in Section 1(n) hereof, which event or condition is not disclosed in the Pricing Disclosure Package (excluding any Material Adverse Changeamendment or supplement thereto) and the Final Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateTime or, in the case of the Optional Securities, prior to the Date of Delivery this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; or (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that and the Company shall be obligated to reimburse the expenses of the Representatives and Underwriters pursuant to Sections 5 and 7 hereof; , (2b) any Underwriter the Underwriters to the Company; Company or (3c) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE; Commission, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of the federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing General Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 5(h) and 7 8 hereof; , (2b) any Underwriter to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal of federal, New York, Oregon or New York Nevada authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and 7 Section 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York United Kingdom authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered ADSs in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq or The New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Representatives by notice given cancelled at any time prior to the Company Second Closing Date, if at any time: (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Company’s Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended required, on the NASDAQ Stock Market, New York Stock Exchange or limited the NYSE Amex, by such Exchange or by order of the Commission or by the NYSE; any other Governmental Authority having jurisdiction, (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iiiv) a general banking moratorium shall have been declared by any federal or New York state authorities; , or (ivvi) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Representative’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to proceed with the offering sale or delivery completion of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (v) in and payment for the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof; (2) any Underwriter to the Company; or (3) any party hereto to any other party except that the provisions of Sections 8 Section 4(vii) and 9 Section 6 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representative by telephone, confirmed by letter.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may Representative is reasonably likely to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (1i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 7 and 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing General Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any either U.S. federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or to enforce contracts for the sale of securitiesProspectus; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and 7 hereof; Section 4 or Section 6 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange or any other development that would reasonably be expected to result in a material adverse change in the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Illinois or New York Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal federal, New York or New York Jersey authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Irish authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter the Underwriters to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter the Underwriters to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Changematerial adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company, whether or not arising in the ordinary course of business; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that that, upon the occurrence of any of the events described in clauses (i), (iv) or (v) above, the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Swiss authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 14 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 hereof; Section 6 or Section 9 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 11 and 9 hereof Section 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing purchase of the Offered Shares by the Underwriters on theClosing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE; Commission, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing General Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 5(h) and 7 8 hereof; , (2b) any Underwriter to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Nevada authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Swiss authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 14 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and 7 hereof; Section 6 or Section 9 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 11 and 9 hereof Section 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers and the Parent if at any time: (i) trading or quotation in any of the CompanyParent’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE; (ii) ”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or material escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) Effect, the Company shall have sustained a loss by strikeeffect of which, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially Representative, makes it impracticable or inadvisable to proceed with the conduct offering, sale or delivery of the business Securities in the manner and operations of on the Company regardless of whether or not such loss shall have been insuredterms described in the Pricing Disclosure Package. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company Issuers or any Guarantor to any UnderwriterInitial Purchaser, except that the Company Issuers and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; Issuers or the Parent, or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NYSE or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any termination pursuant to this Section 10 shall be without liability on the part of (1x) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2y) any Underwriter Initial Purchaser to the Company; Company or any Guarantor, or (3z) other than as provided in the preceding clauses (x) and (y), any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ Stock Market Stock Market, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authoritiesstate authority; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Partnership if at any time: (i) trading or quotation in any of the CompanyPartnership’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAthe Financial Industry Regulatory Authority, Inc.; (iii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securitiesthe Securities; (v) or in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1) the Company any Delek Party to any UnderwriterInitial Purchaser, except that the Company Delek Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; (2) , any Underwriter Initial Purchaser to the Company; any Delek Party, or (3) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York York, California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by written notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NYSE MKT or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, Massachusetts or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 of this Agreement shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2ii) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or The New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except to the extent that the Company shall be is obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any either U.S. federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or to enforce contracts for the sale of securitiesIPO Prospectus; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the thatthe Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 hereof; Section 4 or Section 6 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or U.S. federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale Offering or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or to enforce contracts for the sale of securitiesProspectus; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or New York State authorities; (iviii) there shall have occurred (A) any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in involving the United States or international financial marketsthe declaration by the United States of a national emergency or war, or (B) any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditionsconditions if the effect of any such event described in subclause (A) or (B) of this clause, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders, shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 hereof; , (2b) any Underwriter to the Company; Company or the Selling Shareholders, or (3c) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination...

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRANasdaq; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Colorado authorities; (iviii) there shall have occurred any outbreak or escalation of national emergency, act of terrorism, or other national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 3(w) or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Initial Purchasers on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Document or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Initial Purchasers pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter Initial Purchaser to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Colorado or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 and Section 9 hereof or Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York and Nevada authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives ML is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any change having a Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York York, Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market or the NYSE NASDAQ shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchange; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Colorado, Florida or New York Utah authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing General Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ; (ii) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iii) a general banking moratorium shall have been declared by any federal or of federal, New York or Israeli authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NYSE MKT, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and in accordance with the terms in Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company Company, taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission Commission, or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE NYSE, shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in each such case, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or the Initial Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Initial Guarantor shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, Inc.; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 hereof; , (2b) any Underwriter to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.