Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the subscription for 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 in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq 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 exchanges; (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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 Custodian if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the Nasdaq, Nasdaq Stock Market; (ii) trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the other Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or any Selling Stockholder, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of this sentence, Section 8 and Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq 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 stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, California authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 14 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters Representative pursuant to Section 4 6 or Section 7 9 hereof or (b) any Underwriter the Underwriters to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 11 and Section 10 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company and the Selling Stockholders 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; or (viv) in the judgment of the Representatives Jefferies 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Delaware and Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders if at any time: time (ia) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiib) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (ivc) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (vd) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vie) 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 12 9 shall be without liability on the part of (ai) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or Sections 5 and 6, (bii) any Underwriter to the Company or the Selling Stockholders, or (iii) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission New York Stock Exchange or by the NasdaqCommission, (ii) or trading in securities generally on either the Nasdaq NASDAQ Global 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 either of such stock exchangesexchanges by the Commission or the 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 affecting calamity, or any material adverse 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Senior Notes in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company Company, or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 7, Section 8 and Section 10 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholder 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 NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York United States authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders 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 NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ Global Select 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, or (iib) trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders if at any time: time (ia) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiib) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (ivc) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (vd) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vie) 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 12 9 shall be without liability on the part of (ai) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or Sections 5 and 6, (bii) any Underwriter to the Company or the Selling Stockholders, or (iii) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Initial Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or U.S. 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities, (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viiv) the Company shall have sustained a loss by strikefailed, fire, flood, earthquake, accident refused or been unable to perform in any material respect any agreement on its part to be performed hereunder or (v) any other calamity of such character as in condition to the judgment obligations of the Representatives may interfere materially with Underwriters hereunder as provided in Section 6 of this Agreement is not fulfilled when and as required unless waived by the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredRepresentative. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, NYSE; (ii) 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 quotation system or stock exchangesexchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq 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 exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any federal, State of federal or New York or State of Washington authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 sole 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the "Payment of Expenses") and Section 7 hereof or 6 ("Reimbursement of the Underwriters' Expenses") hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party hereto except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 ("Indemnification") and Section 10 9 ("Contribution") hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) Nasdaq or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Jefferies and Piper is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Changematerial 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 ‎Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) Nasdaq or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers 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 materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Initial Purchasers 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 Initial Purchasers 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 12 10 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter Initial Purchaser to the Company Company, or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred been 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 6 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: 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 Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 financial, or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 accident, terrorist attack, act of war or other calamity of such character as in the sole 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE The 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: 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 Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC 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 stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 financial, or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 accident, terrorist attack, act of war or other calamity of such character as in the sole 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 12 10 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the all expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 6 (the “Payment of Expenses”) and Section 7 hereof or (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 8 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Massachusetts, or New York Connecticut authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: 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 Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 financial, or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 accident, terrorist attack, act of war or other calamity of such character as in the sole 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Massachusetts or New York Singapore authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing DateThe Underwriters, this Agreement may be terminated by the Representatives by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission Commission, the NYSE Amex or by the Nasdaq, (iib) trading in securities generally on either the Nasdaq or the NYSE Amex shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges 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 affecting 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 any such case as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the 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 Changesecurities; or (viiv) 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 Underwriters 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 12 11 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Underwriters to the extent provided in Sections 5 and the Underwriters pursuant to Section 4 or Section 7 hereof or 8 hereof, (b) any Underwriter the Underwriters to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (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 quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE The 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 stock exchanges; (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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter or the Selling Stockholders to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter the Underwriters to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares and accompanying Warrants 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of state or federal or New York authoritiesauthority; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representatives Xxxx by notice given to the Company and the Selling Stockholder if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, or (iib) trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Xxxx is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Xxxx 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 Xxxx 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except to the extent that the Company is and the Selling Stockholder shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNasdaq Global Market, (ii) or trading in securities generally on either the Nasdaq Global 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 exchanges; (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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Republic of the Xxxxxxxx Islands authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date or a relevant Option Closing Date, this Agreement may be terminated by the Representatives Jefferies, Leerink and UBS 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Jefferies, Leerink and UBS is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives 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 12 ‎Section 14 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 ‎Section 6 or Section 7 9 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of ‎Section 11, Section 9 12 and Section 10 ‎Section 15 (and other Sections of this Agreement as referenced in the aforementioned Sections) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Shareholder if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or Sections 5 and 6 hereof, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqPrincipal Market, (ii) or trading in securities generally on either the 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ Global Select 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Units by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 materially limited by the Commission or by the NasdaqNASDAQ Global Market, (ii) or trading in securities generally on either the 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies, 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that for amounts due by the Company is obligated to reimburse the expenses of the Representatives and the Underwriters any Underwriter pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York PRC authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the accountable and actually incurred expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Offered Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Underwriters by notice given to the Company and the Selling Stockholders 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (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 affecting 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 any such case as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Underwriters 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 Underwriters 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Offered 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 securities of or guaranteed by the Company’s securities Company shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 ‎Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Units by the Underwriters Purchasers on 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 materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Placement Agent is material and adverse and makes it impracticable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 insuredinsured or (vi) or for any other reason permitted under this Agreement or the Subscription Agreements. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any UnderwriterPlacement Agent, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters Placement Agents pursuant to Section 4 or Section Sections 5 and 7 hereof or hereof, (b) any Underwriter Placement Agent to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agents pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Offered Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (ii) trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Bermuda authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Offered Shares by the Underwriters on the First Closing 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 Stockholders if at any time: 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 NasdaqNYSE, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter the Underwriters to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 materially limited by the Commission or by the Nasdaq, (ii) OTC Bulletin Board or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 ‎Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Securities by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representatives Underwriter 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Underwriter 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 Underwriter 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 12 shall be without liability on the part of (a) the Company to any the Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters Underwriter pursuant to Section 4 or Section 7 hereof or (b) any the Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: 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 Nasdaq, (ii) The Nasdaq Stock Market LLC or trading in securities generally on either the The Nasdaq Stock Market LLC 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 stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 financial, or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 accident, terrorist attack, act of war or other calamity of such character as in the sole 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the all expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be maybe terminated by the Representatives by notice given to the Company and the Selling Shareholder if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except to the extent that the Company is and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Shareholder, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the subscription for the Firm Shares by the Underwriters on 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 materially limited by the Commission or by the NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the New York Stock Exchange or the Nasdaq or the NYSE Stock Market, Inc. shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York or Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or Xxxxxxxx 0, 0, 0 xxx 0 xxxxxx, (bx) any Underwriter to the Company or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on 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 materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either any of 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 exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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’ States or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the other Underwriters pursuant to Section Sections 4 or Section and 7 hereof or to the extent set forth therein, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders 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 Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 securities of or guaranteed by the Company’s securities Company shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Offered 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares and Pre-Funded Warrants 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 and the Selling Stockholders 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 NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the subscription for the Firm Shares by the Underwriters on 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 materially limited by the Commission or by the NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the New York Stock Exchange or the Nasdaq or the NYSE Stock Market, Inc. shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York or Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or Xxxxxxxx 0, 0, 0 xxx 0 xxxxxx , (bx) any Underwriter to the Company or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqAMEX, (ii) or trading in securities generally on either any of the Nasdaq Stock Market, the AMEX 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, Colorado, Maryland or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party, except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of 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 affecting 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 any such case as in the judgment of the Representatives Jefferies, Cowen and Stifel is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the reasonable judgment of the Representatives Jefferies, Cowen and Stifel 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq 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 exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Massachusetts or New York Singapore authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 calamity, including a health epidemic or pandemic outbreak of infectious disease, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies 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 Nasdaq, NASDAQ; (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchanges; (iii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives Jefferies 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 Jefferies 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ 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 exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Iowa authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission New York Stock Exchange or by the NasdaqCommission, (ii) or trading in securities generally on either the Nasdaq NASDAQ Global 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 either of such stock exchangesexchanges by the Commission or the 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 affecting calamity, or any material adverse 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 any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Senior Notes in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or and Section 7 hereof or 6 hereof, (bB) any Underwriter to the Company Company, or (C) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 7, Section 8 and Section 10 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for 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 materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the 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 exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or 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 affecting 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 any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.