Common use of Termination Without Default Clause in Contracts

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 21, 2023 (the “Outside Closing Date”), then Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement; provided that the material breach of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant to this Section 10.1(a) was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing Date. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurred. (b) In the event an Authority shall have issued an Order, enacted a Law or commenced or asserted in writing (and not orally) an Action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Closing, or materially restricting the consummation of the Merger or the Closing, which Order, Law or Action is final and non-appealable, Parent or the Company shall each have the right, in its sole discretion, to terminate this Agreement without liability to the other party. (c) Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by December 21June 30, 2023 2022 (the “Outside Closing Date”), then Parent ; and the Company shall each have the right, in its sole discretion, to terminate this Agreement; provided that the material breach of any representation, warranty, covenant or obligation under this Agreement by (ii) the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant is not in material breach of this Agreement, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Section 10.1(a) was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing DateAgreement. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurredDate. (b) In the event (i) an Authority shall have issued an Order, enacted a Law or commenced or asserted in writing (and not orally) an Action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Merger, which Order is final and non-appealable or the Closing, or materially restricting (ii) any applicable Law is in effect making the consummation of the Merger or the Closing, which Order, Law or Action is final and non-appealableillegal, Parent or the Company shall each have the right, in at its sole discretionoption, to terminate this Agreement without liability to the other partyAgreement. (c) In the event that (i) the Parent and Stockholder Approval shall not have been obtained by reason of the Company shall each have failure to obtain the right, in its sole discretion, to terminate this Agreement if, required vote at the Parent Stockholder Meeting duly convened therefor or at any postponement or adjournment thereof, Parent or the Company shall have the right, at its sole option, to terminate this Agreement, or (including any postponements or adjournments thereof), the Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law. (dii) This Agreement may be terminated at any time by mutual written consent following the Parent Stockholder Meeting, the Aggregate Transaction Proceeds, giving effect to requested redemptions of Parent Class A Shares as of such time, would not be equal to or greater than $150,000,000, Parent or the Company and Parent duly authorized by each of their respective boards of directorsshall have the right, at its sole option, to terminate this Agreement.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by December 21, 2023 the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”)) (provided that, then Parent and if the Company shall each have SEC has not declared the right, in its sole discretion, Proxy Statement/Form S-4 effective on or prior to terminate the five (5)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month); provided that and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant to this Section 10.1(a) was not the cause of, or did not result resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurredDate. (b) In the event an Authority shall have issued an Order, Order or enacted a Law or commenced or asserted in writing (and not orally) an ActionLaw, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Closing, or materially restricting the consummation of the Merger or the ClosingMerger, which Order, Order or Law or Action is final and non-appealable, Parent or the Company shall each have the right, in at its sole discretionoption, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Authority. (c) Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors. (d) Parent may terminate this Agreement by giving written notice to the Company in the event that the Company (i) does not deliver to Parent the Final December 31, 2023 Financial Statements on or prior to April 30, 2024 or such further period as mutually agreed between Parent and the Company in writing; provided, that upon delivery by the Company to Parent of the Final December 31, 2023 Financial Statements, Parent shall no longer have the right to terminate under this Section 10.1(d)(i), and (ii) the Final December 31, 2023 Financial Statements reveal a change or modification from the Annual Financial Statements that has or would reasonably be expected to have a Material Adverse Effect on the business of the Surviving Company.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 21the six (6)-month anniversary of the date of this Agreement (as may be extended as provided in the immediately following proviso, 2023 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the six (6)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month), then Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement; provided that the material breach of any representation, warranty, covenant or obligation under this Agreement by the party such Party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant to this Section 10.1(a) was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing Date. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurred. (b) In the event an Authority shall have issued an Order, Order or enacted a Law or commenced or asserted in writing (and not orally) an ActionLaw, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Closing, or materially restricting the consummation of the Merger or the ClosingMerger, which Order, Order or Law or Action is final and non-appealable, Parent or and the Company shall each have the right, in its sole discretion, to terminate this Agreement without liability to the other partyAgreement. (c) The Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Required Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by December 21on or before the latest of (A) March 15, 2023 2024 and (B) if Parent’s board of directors has extended the timeline to consummate an initial business combination to a date following March 15, 2024, in accordance with the Parent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions, provided that such date shall in no event be later than June 15, 2024 (the “Outside Closing Date”), then Parent ; and the Company shall each have the right, in its sole discretion, to terminate this Agreement; provided that (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement pursuant to this Section 10.1(a) was not the proximate cause of, or did not result in, of the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date but not after the Closing has occurredDate. (b) In the event an Authority shall have issued an Order, Order or enacted a Law or commenced or asserted in writing (and not orally) an ActionLaw, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or the Closing, or materially restricting the consummation of making the Merger or the Closingillegal, which Order, Order or Law or Action is final and non-appealable, Parent or the Company shall each have the right, in at its sole discretionoption, to terminate this Agreement without liability to the other partyAgreement. (c) In the event that the Parent Shareholder Meeting has been held (including any adjournment thereof) and has concluded, and the holders of Parent Common Shares have duly voted, and the Parent Shareholder Approval was not obtained, Parent or the Company shall each have the right, in at its sole discretionoption, to terminate this Agreement if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Parent Proposals shall fail to be approved by the affirmative vote of Parent stockholders required under Parent’s organizational documents and applicable LawAgreement. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.