Common use of 1Termination Clause in Contracts

1Termination. The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors [that agreed to purchase a majority of the Securities] prior to the Closing; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by such Investor; or (iv) By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day following the date of this Agreement; provided, however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

1Termination. The obligations of the Company, on the one hand, and the Investorseach Investor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company Company, Parent and the Investors [that agreed to purchase a majority of the Securities] Investor Majority prior to the Closing; (ii) By the Company Company, if any of the conditions set forth in Section 6.2 ‎6.2 shall have become incapable of fulfillment, fulfillment and shall not have been waived by the Company; (iii) By an Investor (with respect Investor, solely as to itself only) itself, if any of the conditions set forth in Section 6.1 ‎6.1 shall have become incapable of fulfillment, fulfillment and shall not have been waived by such Investor; or (iv) By either the Company or an Investor (with respect Investor, solely as to itself only) itself, if the Closing has not occurred on or prior to the fifth Business Day following the date of this Agreementbefore September 30, 2025; provided, however, that, except in the case of clauses (ii) and through (iiiiv) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

1Termination. The obligations of the Company, on the one hand, and the InvestorsInvestor, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors [that agreed to purchase a majority of the Securities] Investor prior to the Closing; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an the Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by such Investor; or (iv) By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day following the date of this Agreement; provided, however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if ​ such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

1Termination. The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors [that agreed to purchase a majority of the Securities] Securities prior to the Closing; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by such Investor; or (iv) By either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day following the date of this Agreement; provided, however, that, in the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.. ​ ​