Common use of 1Termination Clause in Contracts

1Termination. This Agreement may be terminated at any time prior to the Effective Date, whether before or after approval of the Merger by the shareholders of Susquehanna: ​ (a) At any time by the mutual written agreement of C&N and ▇▇▇▇▇▇▇▇▇▇▇; (b) By either C&N or Susquehanna (provided, that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna, and which is not cured within thirty (30) days following written notice to ▇▇▇▇▇▇▇▇▇▇▇, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation; (e) By either of the Parties hereto if (i) final action has been taken by a Bank Regulator whose approval is required in connection with this Agreement and the transactions contemplated hereby, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; (f) By the Board of Directors of C&N (i) if Susquehanna has received a Superior Proposal and (ii) in accordance with Section 5.8 of this Agreement, the Board of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreement, or agreement in principal with respect to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal; (g) By the Board of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with Section 5.8, the Board of Directors of Susquehanna has delivered a Final Notice of Superior Proposal; or (h) By Susquehanna at any time during the three-day period following the Determination Date (as defined below) (the “Notice Period”), if both of the following conditions (A) and (B) exist: A) the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&N; provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred pursuant to this Section 12.1(h) and this Agreement shall remain in effect in accordance with its terms (except as the Conversion Ratio shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h), the following terms shall have the meanings indicated: ​

1Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after approval Time of the Merger by the shareholders of Susquehanna: ​Merger: (a) At any time by By the mutual written agreement consent in writing of C&N ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇;; or (b) By either C&N the Board of Directors of ▇▇▇▇▇▇▇ or Susquehanna Bankshares if the Merger shall not have occurred on or prior to July 31, 2026, provided that the failure to consummate the Merger on or before such date is not caused by any breach of any of the representations, warranties, covenants or other agreements contained herein by the Party electing to terminate pursuant to this Section 10.1(b); (provided, c) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant, covenant or other agreement contained in this Agreement) if there shall have been a in the event of material breach by the other party of any of the obligationsits representations, warranties, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth other agreement contained in this Agreement on to be performed by them prior to the part Effective Time of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by SusquehannaMerger, which breach or failure to be truebreach, either individually or in the aggregate combined with all other breaches by such Party (or failures of such representations or warranties to be true)the other party, would constitutewould, if occurring or continuing on the Closing Date, the constitute a failure of a condition to any of the terminating party’s conditions to closing set forth in Section 8.2 in the case of a termination by C&NArticles 7, 8 or Section 8.39, in the case of termination by Susquehannaas applicable, and which is cannot be or has not been cured within thirty (30) days following after the giving of written notice to the breaching Party thereof; or (d) By the Board of Directors of ▇▇▇▇▇▇▇▇▇▇▇▇ or Bankshares, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna Bankshares fail to approve the transactions transaction contemplated by this Agreement at the Susquehanna ShareholdersBankshares Stockholders’ Meeting meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna Bankshares hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna Bankshares shall have withdrawn, modified or changed the Susquehanna Recommendation made a Change in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation;; or (e) By either the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares in the Parties hereto if event (i) any Consent of any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action has been of such authority or if any action taken by a Bank Regulator whose approval such authority is required in connection with not appealed within the time limit for appeal, (ii) the shareholders of Bankshares fail to approve this Agreement and the transactions contemplated hereby, which final action (A) has become non-appealable Merger and (B) does not approve this Agreement or the transactions contemplated herebyhereby as required by applicable law at Bankshares’s shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon, or (iiiii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable;nonappealable; or (f) By the Board of Directors of C&N ▇▇▇▇▇▇▇ or Bankshares (iprovided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) if Susquehanna upon delivery of not less than ten (10 days) prior written notice of termination at the time that the terminating party has received a Superior Proposal and determined in good faith that any of the conditions precedent to its obligations to consummate the Merger (iiother than ​ ​ ​ ​ ​ as contemplated by Section 10.1(e) in accordance with Section 5.8 of this Agreement, ) cannot be satisfied or fulfilled by the Board date specified in Section 10.1(b) of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreement, or agreement in principal with respect to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal;this Agreement; or (g) By the Board of Directors of Susquehanna Norwood, (A) if Susquehanna has received a Susquehanna Superior Proposal and▇▇▇▇▇▇▇▇▇▇ fails to hold its shareholder meeting to vote on this Agreement within the time frame set forth in Section 5.5 hereof, in accordance with Section 5.8, the or (B) if Bankshares’s Board of Directors either (i) fails to recommend that the shareholders of Susquehanna has delivered Bankshares vote in favor of the adoption of this Agreement, or (ii) makes a Final Notice of Superior ProposalChange in Recommendation; or (h) By Susquehanna the Board of Directors of Bankshares prior to obtaining shareholder approval of the Merger, in the event that, after it has received a Superior Proposal in compliance with Section 5.6 hereof and otherwise complied with its obligations under Section 5.6, the Board makes the determination in good faith based on the advice of legal counsel that failure to pursue such Superior Proposal is reasonably likely to cause the directors of Bankshares to breach their fiduciary duties under applicable law, and, provided that Bankshares is not in breach of the provisions of this Agreement, including, but not limited to Section 5.6 hereof; provided, however, that this Agreement may be terminated by Bankshares pursuant to this Section 10.1(h) only after the fifth calendar day following ▇▇▇▇▇▇▇’▇ receipt of written notice from Bankshares advising ▇▇▇▇▇▇▇ that Bankshares is prepared to enter into an acquisition agreement with respect to such Superior Proposal, and only if, (i) during such five-calendar day period, Bankshares has caused its financial and legal advisors to negotiate with Norwood in good faith to make such adjustments in the terms and conditions of this Agreement such that such Superior Proposal would no longer constitute a Superior Proposal and (ii) Bankshares’s Board of Directors has considered such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, after consultation with and considering the written advice of outside legal and financial advisors that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by ▇▇▇▇▇▇▇, and (iii) Bankshares has paid the Termination Fee set forth in Section 10.2. (i) By the Board of Directors of Bankshares, at any time during the threefive-day period following commencing on the Determination Date (as defined below) (Date, such termination to be effective on the “Notice Period”)10th day following such Determination Date, if and only if both of the following conditions (A) and (B) existare satisfied: A(1) the ▇▇▇▇▇▇▇ Market Value on the Determination Date is less than 80% of the Initial ▇▇▇▇▇▇▇ Market Value; and (2) the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price ▇▇▇▇▇▇▇ Market Value on the Determination Date by the Initial ▇▇▇▇▇▇▇ Market Value shall be less than the number obtained by dividing (x) the Final Index Price on by (y) the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Initial Index Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&NPrice minus 0.20; ​ provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day notice period. For a period of five (5The right to termination pursuant to this Section 10.1(i) Business Days after receipt of such noticeshall be subject, C&N shall have the option of increasing the Conversion Ratio in a manner suchhowever, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not following three sentences. If Bankshares elects to exist. ​ If C&N makes exercise its termination right pursuant to this election, within such periodSection 10.1(i), it shall give prompt written notice thereof to Susquehanna Norwood. During the five day period commencing with its receipt of such election notice, ▇▇▇▇▇▇▇ shall ​ ​ ​ ​ ​ have the option, at its sole discretion, of paying additional Merger Consideration by increasing the Stock Consideration to equal the lesser of: (A) the quotient, the numerator of which is equal to the product of the Initial ▇▇▇▇▇▇▇ Market Value, the Stock Consideration (as then in effect), and the revised Conversion RatioIndex Ratio minus 0.20, whereupon and the denominator of which is the ▇▇▇▇▇▇▇ Market Value on the Determination Date or (B) the quotient determined by dividing the Initial ▇▇▇▇▇▇▇ Market Value by the ▇▇▇▇▇▇▇ Market Value on the Determination Date and multiplying the quotient by the product of the Stock Consideration (as then in effect) and 0.80. If within such five business day period, ▇▇▇▇▇▇▇ delivers written notice to Bankshares that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, then no termination shall have occurred pursuant to this Section 12.1(h) 10.1(i), and this Agreement shall remain in full force and effect in accordance with its terms (except as that the Conversion Ratio Stock Consideration shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h)10.1(i) only, the following terms shall have the meanings indicated: ​indicated below:

1Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated terminated, and the Transactions abandoned by all the parties to this Agreement, at any time prior to on or before the Effective Closing Date, whether before or after approval not this Agreement is approved by any lender, third party, or the directors or shareholders of the Merger by the shareholders of Susquehanna: ​Company or any Subsidiary: (a) At any time by the mutual By a written agreement of C&N Investor and the Company; (b) By either Investor or the Company, if the Transactions have not been closed by 11:59 P.M., Tampa, Florida, time, on September 30, 2001, except that a party will not be entitled to terminate this Agreement pursuant to this subsection (b) if that party's inaction or breach of this Agreement has prevented the consummation of the Transactions at or before that time; (c) By Investor, if any representation or warranty of the Company, the Subsidiaries, or the Managing Shareholders in this Agreement is inaccurate in any material respect as of the Execution Date or as of the Closing Date, or if the Company, either of the Subsidiaries, or any of the Managing Shareholders breach in any material respect any obligation that is required by this Agreement to be performed or satisfied by any of them on or before the effective date of the termination and the breach is not cured within ten days after Investor gives them written notice of the breach; (d) By Investor, if any event or circumstance exists or has occurred that makes it impossible to satisfy on the Closing Date any condition precedent to its obligation to close the Transactions that is set forth in section 7.5 and has not been waived in writing by it, or if any condition precedent to its obligation to close the Transactions that is set forth in section 7.5 has not been satisfied or waived by it on or before the Closing Date, but only in each case if Investor has not otherwise breached in any material respect any of its warranties, obligations, or representations under this Agreement and the inability or failure to satisfy the condition precedent is not attributable to the action or inaction of Investor; (e) By Investor, if it is dissatisfied in any way (in its sole discretion) with its due diligence investigation of the Business, the Company, the Subsidiaries, the management of the Company or either of the Subsidiaries, or any other matter pertaining to the Business, the Company, the Subsidiaries, or the Transaction; (f) By the Company, if any representation or warranty of Investor and ▇▇▇▇▇▇▇▇▇▇▇; (b) By either C&N or Susquehanna (provided, that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth ▇ in this Agreement on is inaccurate in any material respect as of the part Execution Date or as of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna, and which is not cured within thirty (30) days following written notice to if Investor or ▇▇▇▇▇▇▇▇ breaches in any material respect any obligation that is required by this Agreement to be performed or satisfied by it or him on or before the effective date of the termination and the breach is not cured within ten days after the Company gives Investor or ▇▇▇▇, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either ▇▇▇▇ notice of the Parties hereto if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation; (e) By either of the Parties hereto if (i) final action has been taken by a Bank Regulator whose approval is required in connection with this Agreement and the transactions contemplated hereby, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; (f) By the Board of Directors of C&N (i) if Susquehanna has received a Superior Proposal and (ii) in accordance with Section 5.8 of this Agreement, the Board of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreement, or agreement in principal with respect to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposalbreach; (g) By the Board Company, if any event or circumstance exists or has occurred that makes it impossible to satisfy on the Closing Date any condition precedent to its obligation to close the Transactions that is set forth in section 7.6 and has not been waived by it, or if any condition precedent to its obligation to close the Transactions that is set forth in section 7.6 has not been satisfied or waived by it on or before the Closing Date, but only in each case if none of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with Section 5.8the Company, the Board Subsidiaries, or the Managing Shareholders has not otherwise breached in any material respect any of Directors its respective warranties, obligations, or representations under this Agreement and the inability or failure to satisfy the condition precedent is not attributable to the action or inaction of Susquehanna has delivered the Company, a Final Notice Subsidiary, or any of Superior Proposalthe Managing Shareholders; or (h) By Susquehanna at any time during Investor or the three-day period following the Determination Date (as defined below) (the “Notice Period”)Company, if both any governmental authority or state or federal court in the United States of America adopts, enters, or issues a final, nonappealable order, or adopts, holds applicable to the following conditions (A) and (B) exist: A) Transactions, or takes any other action that directly or indirectly does the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) following: (i) declares the C&N Ratio shall purchase or ownership of the Shares by Investor or its exercise of any rights or privileges attendant to the Shares to be less than illegal; or (ii) permanently enjoins, restrains, or otherwise prohibits the number obtained purchase, ownership, or exercise of attendant rights of the Shares by dividing the Index Price on the Determination Date Investor. Termination of this Agreement by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right any party pursuant to this Section 12.1(h), it shall give prompt clauses (but in any case on or before the end of business on the last day in the Notice Periodb) written notice to C&N; provided that such through (g) above will be valid only if a notice of election termination signed by or on behalf of the party electing the termination is provided to terminate may be withdrawn at any time within all the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred pursuant other parties to this Section 12.1(h) and Agreement. Termination of this Agreement shall remain in effect in accordance with its terms clause (except a) above will be effective as of the Conversion Ratio shall have been so modified), and any references date specified in the parties' written agreement of termination. Termination of this Agreement to “Conversion Ratio” shall thereafter in accordance with clause (h) above will be deemed to refer effective on the effective date of the order or other action that makes the Investor's purchase or ownership of the Shares or his exercise of any rights or privileges attendant to the Conversion Ratio after giving effect Shares illegal or permanently enjoins, restrains, or prohibits the Investor's purchase or ownership of the Shares or his exercise of any rights or privileges attendant to the Shares. Termination of this Agreement pursuant to any adjustment made pursuant other clause above will be effective when the notice of termination is given to the other parties to this Section 12.1(h). ​ For purposes of this Section 12.1(h), Agreement by the following terms shall have party electing the meanings indicated: ​termination.

1Termination. This Agreement may be terminated at any time prior to the Effective Closing Date, whether before or after approval of the Merger by the shareholders of Susquehanna: ​: (a) At any time by the mutual written agreement consent of C&N Purchaser and ▇▇▇▇▇▇▇▇▇▇▇the Holder Representative; (b) By by either C&N Purchaser or Susquehanna (provided, that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna, and which is not cured within thirty (30) days following Holder Representative upon written notice to ▇▇▇▇▇▇▇▇▇▇▇, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred by on or before October 30, 2021 (the Termination “Outside Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna”); provided, however, that no Party may the right to terminate this Agreement pursuant to under this Section 12.1(c10.1(b) if shall not be available to any party ​ whose breach of any covenant or agreement hereunder caused, or resulted in, the failure of the Closing to have occurred occur on or before said date was due to such Party’s the Outside Date; (c) by Purchaser, if (i) there is a breach of any representation, warranty, covenant or other agreement contained obligation of the Sellers such that the conditions set forth in Section 8.1(a) or Section 8.1(b) would not be satisfied; (ii) Purchaser shall have delivered to the Holder Representative a written notice of such breach; and (iii) at least [*] shall have elapsed since the delivery of such notice without such breach being cured; provided, however, that Purchaser shall have no right to terminate this Agreement pursuant to this Section 10.1(c) if Purchaser is in material breach of its representations and warranties under this Agreement or has failed in any material respect to perform its obligations under this Agreement; (d) By either by the Holder Representative, if: (i) there is a breach of any representation, warranty, covenant or obligation of Purchaser such that the Parties hereto if conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied; (ii) Holder Representative shall have delivered to Purchaser a written notice of such breach; and (iii) at least [*] shall have elapsed since the shareholders delivery of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purposesuch notice without such breach being cured; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna Holder Representative shall have withdrawn, modified no right to terminate this Agreement pursuant to this Section 10.1(d) if the Sellers are in material breach of their representations and warranties under this Agreement or changed the Susquehanna Recommendation have failed in a manner adverse any material respect to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendationperform their obligations under this Agreement; (e) By by either of Purchaser or the Parties hereto Holder Representative, if (i) final action has been taken by a Bank Regulator whose approval Governmental Authority of any competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order which (1) is required in connection with this Agreement and the transactions contemplated herebyeffect, which final action (A2) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court effect of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger Closing and such order, decree, ruling or other action shall have become (3) is final and non-appealable;; or (f) By by Purchaser, in its sole discretion pursuant to Section 6.6(a), if the Board competent Governmental Authority requests any material condition to the granting of Directors the Foreign Investment Approval, such as Purchaser’s undertaking to divest, dispose of, or hold separate any of C&N (i) if Susquehanna has received a Superior Proposal and (ii) in accordance with Section 5.8 the businesses or assets of Corlieve or Purchaser and/or any of its Affiliates, other than an Acceptable Undertaking; provided, however that, prior to so terminating this Agreement, the Board of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreement, or agreement in principal with respect to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection Purchaser shall first consult with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal; (g) By the Board of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with Section 5.8, the Board of Directors of Susquehanna has delivered a Final Notice of Superior Proposal; or (h) By Susquehanna at any time during the three-day period following the Determination Date (as defined below) (the “Notice Period”), if both of the following Holder Representative regarding such conditions (A) and (B) exist: A) the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&N; provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period. For for a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred pursuant to this Section 12.1(h) and this Agreement shall remain in effect in accordance with its terms (except as the Conversion Ratio shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h), the following terms shall have the meanings indicated: ​at least [*].

1Termination. This Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time prior to the Effective Date, whether before or after approval of the Merger by the shareholders of Susquehanna: ​Closing: (a) At any time by the mutual written agreement consent of C&N and ▇▇▇▇▇▇▇▇▇▇▇▇ and the Seller; (b) By either C&N by Buyer or Susquehanna Seller, upon written notice to the other party, if the transactions contemplated by this Agreement have not been consummated on or prior to September 15, 2025 or such later date, if any, as Buyer and Seller agree upon in writing (the “Termination Date”); provided, however, that the terminating Party right to terminate this Agreement pursuant to this Section 5.1(b) is not then in material available to any party hereto whose breach of any representationprovision of this Agreement results in or causes the failure of the transactions contemplated by this Agreement to be consummated by such time as a result of the failure of a condition to the consummation of the transactions contemplated by this Agreement as provided in Article 6 or Article 7, warrantyas applicable; (c) by Buyer or Seller, covenantupon written notice to the other party, if a Governmental Entity of competent jurisdiction has issued an order or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such order has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(c) is not available to any party hereto whose breach of any provision of this Agreement results in or causes such order or other agreement action; (d) by the Seller if: (i) Buyer has breached or failed to perform any of its covenants or other agreements contained in this AgreementAgreement to be complied with by Buyer such that the closing condition set forth in Article 7 would not be satisfied; or (ii) if there shall have been exists a material breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) of Buyer contained in this Agreement such that the closing condition set forth in this Agreement on the part of SusquehannaArticle 7 would not be satisfied, and, in the case of a termination by C&Nclauses (i) and (ii) of this Section 5.1(d), or C&N, in the case of a termination by Susquehanna, which such breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna, and which perform is not cured within thirty (30) days following written notice to after ▇▇▇▇▇▇▇▇▇▇▇’s receipt of written notice thereof from the Seller or is incapable of being cured by Buyer by the Termination Date; or (e) by Buyer if: (i) the Seller or the Company has breached or failed to perform any of their covenants or other agreements contained in this Agreement to be complied with by them such that the closing condition set forth in Article 6 would not be satisfied; or (ii) there exists a breach of any representation or warranty of the Seller or the Company contained in this Agreement such that the closing condition set forth in Article 6 would not be satisfied, and, in the case of a termination clauses (i) and (ii) of this Section 5.1(e), such breach or failure to perform is not cured ​ ​ within thirty (30) days after the Seller’s receipt of written notice thereof from Buyer or is incapable of being cured by C&N, the Company or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred Seller by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation; (e) By either of the Parties hereto if (i) final action has been taken by a Bank Regulator whose approval is required in connection with this Agreement and the transactions contemplated hereby, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; (f) By the Board of Directors of C&N (i) if Susquehanna has received a Superior Proposal and (ii) in accordance with Section 5.8 of this Agreement, the Board of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreement, or agreement in principal with respect to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal; (g) By the Board of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with Section 5.8, the Board of Directors of Susquehanna has delivered a Final Notice of Superior Proposal; or (h) By Susquehanna at any time during the three-day period following the Determination Date (as defined below) (the “Notice Period”), if both of the following conditions (A) and (B) exist: A) the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&N; provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred pursuant to this Section 12.1(h) and this Agreement shall remain in effect in accordance with its terms (except as the Conversion Ratio shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h), the following terms shall have the meanings indicated: ​.

1Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective DateClosing, whether before or after approval which termination shall be effective immediately upon the delivery of a valid written notice of the Merger by terminating party to the shareholders of Susquehanna: ​other parties hereto: (a) At any time by the mutual written agreement consent of C&N the Sellers and ▇▇▇▇▇▇▇▇▇▇▇Purchasers; (b) By either C&N by any of Sellers, or Susquehanna (providedPurchasers, that if the Closing has not occurred on or before May 17, 2021 or such later date as the Sellers and Purchasers may agree upon in writing, unless the terminating Party party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement; (c) by either Sellers or Purchasers, if any Order of any Governmental Body of competent jurisdiction permanently restraining, enjoining or otherwise preventing consummation of the transactions contemplated hereby has been issued and becomes final and non-appealable; (d) by Sellers if they are not in material breach of its obligations under this Agreement, and if there shall have been a material breach by Purchasers of any of the obligationstheir representations, warranties, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth contained in this Agreement on the part of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by SusquehannaAgreement, which breach or would result in the failure to be true, either individually satisfy one or in more of the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition conditions set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna6.3, and which is such breach, if curable, has not been cured within thirty (30) days following written after notice to ▇▇▇▇▇▇▇▇▇▇▇, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred thereof by the Termination Date, or such later date as shall have been agreed Sellers to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna RecommendationPurchasers; (e) By either by Purchasers, if they are not in material breach of its obligations under this Agreement, and if there shall have been a material breach by Sellers of any of its respective representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the Parties hereto if (i) final action has been taken by a Bank Regulator whose approval is required conditions set forth in connection with this Agreement and the transactions contemplated herebySection 6.2, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such orderbreach, decreeif curable, ruling or other action shall have become final and non-appealable;has not been cured within thirty (30) days after notice thereof by Purchasers to Sellers; or (f) By the Board of Directors of C&N (i) by Purchasers if Susquehanna has received there is a Superior Proposal and (ii) in accordance with Section 5.8 of this Agreement, the Board of Directors of Susquehanna (A) enters into a letter of intent, an acquisition agreementCasualty, or agreement if there is a material adverse change as described in principal with respect Section 6.2(e) on or prior to the Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in a manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal; (g) By the Board of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with Section 5.8, the Board of Directors of Susquehanna has delivered a Final Notice of Superior Proposal; or (h) By Susquehanna at any time during the three-day period following the Determination Date (as defined below) (the “Notice Period”), if both of the following conditions (A) and (B) exist: A) the number obtained by dividing the Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&N; provided that such notice of election to terminate may be withdrawn at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred pursuant to this Section 12.1(h) and this Agreement shall remain in effect in accordance with its terms (except as the Conversion Ratio shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h), the following terms shall have the meanings indicated: ​Date.

1Termination. This Agreement may be terminated and the Merger and the Asset Transfers may be abandoned at any time prior to the Effective Date, whether before or after approval of the Merger by the shareholders of Susquehanna: ​Closing (except as otherwise specified in this Section 9.1): (a) At any time by the mutual written agreement consent of C&N each of Black Creek Holdco and ▇▇▇▇▇▇▇▇▇▇▇the Sellers; (b) By by either C&N Black Creek Holdco or Susquehanna (provided, that the terminating Party is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) if there shall have been a material breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constituteSellers, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.2 in the case of a termination by C&N, or Section 8.3, in the case of termination by Susquehanna, and which is not cured within thirty (30) days following written notice to ▇▇▇▇▇▇▇▇▇▇▇, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Susquehanna fail to approve the transactions contemplated by this Agreement at the Susquehanna Shareholders’ Meeting called for that purpose; provided, however, that no termination right shall exist for Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation; (e) By either of the Parties hereto if (i) final action has been taken by a Bank Regulator whose approval is required in connection with this Agreement and the transactions contemplated hereby, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby, or (ii) any court Governmental Authority of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling Order or taken any other action restraining, enjoining permanently restraining or otherwise prohibiting the Merger or the Asset Transfers, and such order, decree, ruling Order or other action shall have become final and non-appealable; provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the failure of such Party to comply with any provision of this Agreement shall have been the cause of, or resulted in, the issuance of such final, non-appealable Order or taking of such other action by such Governmental Authority; (fc) By the Board of Directors of C&N by Black Creek Holdco if: (i) if Susquehanna has received a Superior Proposal and (ii) USLF, USLV or USLV SubREIT shall have breached, violated or failed to perform any of its representations, warranties, covenants or agreements set forth in accordance with Section 5.8 of this Agreement, which breach, violation or failure to perform, either individually or in the Board of Directors of Susquehanna aggregate, if continuing at the Closing (A) enters into would result in the failure of any of the conditions set forth in Section 8.2(a) or Section 8.2(b) (a letter of intent“Seller Terminating Breach”), an acquisition agreement, or agreement in principal with respect to the Superior Proposal, and (B) fails such Seller Terminating Breach cannot be cured (or, if capable of cure, is not cured), and has not been waived by Black Creek Holdco, by the earlier of (1) forty-five (45) days after written notice of such Seller Terminating Breach is delivered by Black Creek Holdco to make the Susquehanna Recommendation or modifies or qualifies Sellers and (2) two (2) Business Days prior to the Susquehanna Recommendation in Closing Date; provided that Black Creek Holdco shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if a manner adverse Black Creek Holdco Terminating Breach shall have occurred and be continuing at the time Black Creek Holdco delivers notice of its election to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of Superior Proposal; (g) By the Board of Directors of Susquehanna if Susquehanna has received a Susquehanna Superior Proposal and, in accordance with terminate this Agreement pursuant to this Section 5.8, the Board of Directors of Susquehanna has delivered a Final Notice of Superior Proposal9.1(c)(i); or (hii) By Susquehanna the Sellers are obligated to and fail to consummate the Merger and the Asset Transfers required under the terms of this Agreement (e.g., all of the Sellers’ conditions to Closing set forth in Article 8 have been satisfied or, to the extent permitted by Law, waived (other than conditions that, by their nature, are to be satisfied at the Closing)) and Black Creek Holdco stood ready, willing and able to consummate the Merger and the Asset Transfers at such time; (d) by the Sellers if: (i) Black Creek Holdco shall have breached, violated or failed to perform any time during of its representations, warranties, covenants or agreements set forth in this Agreement, which breach, violation or failure to perform, either individually or in the three-day period following aggregate, if continuing at the Determination Date Closing (as defined belowA) would result in the failure of any of the conditions set forth in Section 8.3(a) or 8.3(b) (the a “Notice PeriodBlack Creek Holdco Terminating Breach”), if both of the following conditions (A) and (B) exist: Asuch Black Creek Holdco Terminating Breach cannot be cured (or, if capable of cure, is not cured), and has not been waived by each of the Sellers, by the earlier of (1) forty-five (45) days after written notice of such Black Creek Holdco Terminating Breach is delivered by the number obtained by dividing Sellers to Black Creek Holdco and (2) two (2) Business Days prior to the Closing Price by Date; provided that the Starting Price (such number being referred Sellers shall not have the right to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date (as defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the “Index Ratio”). If Susquehanna elects to exercise its termination right terminate this Agreement pursuant to this Section 12.1(h), it 9.1(d) if a Seller Terminating Breach shall give prompt (but in any case on or before have occurred and be continuing at the end of business on time the last day in the Notice Period) written notice to C&N; provided that such Sellers deliver notice of their election to terminate may be withdrawn at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to the extent required, that the condition set forth in either clause (A) or (B) above shall be deemed not to exist. ​ If C&N makes this election, within such period, it shall give prompt written notice to Susquehanna of such election and the revised Conversion Ratio, whereupon no termination shall have occurred Agreement pursuant to this Section 12.1(h9.1(d)(i); or (ii) Black Creek Holdco is obligated to and fails to consummate the Merger and the Asset Transfers required under the terms of this Agreement (e.g., all of Black Creek Holdco’s conditions to Closing set forth in Article 8 have been satisfied or, to the extent permitted by Law, waived (other than conditions that, by their nature, are to be satisfied at the Closing)) and this Agreement shall remain in effect in accordance with its terms (except as the Conversion Ratio shall have been so modified)Sellers stood ready, willing and any references in this Agreement able to “Conversion Ratio” shall thereafter be deemed to refer to consummate the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 12.1(h), Merger and the following terms shall have the meanings indicated: ​Asset Transfers at such time.