By the Standby Purchaser. The Standby Purchaser may terminate this Agreement (i) upon the occurrence of a suspension of trading in the Common Stock by the NASDAQ Capital Market, (ii) any suspension of payments with respect to banks in the United States or a declaration of war or national emergency in the United States, (iii) if the Company materially breaches any of its representations and warranties or any of its covenants or obligations under this Agreement and such breach is not cured within five business days following written notice to the Company, or (iv) an incurable failure of a condition to close that cannot be unilaterally waived by the Company.
By the Standby Purchaser. The Standby Purchaser covenants and agrees to protect, indemnify and hold harmless CGX for and on behalf of itself and for and on behalf of and in trust for each of its directors, officers, employees, Affiliates, advisors and agents from and against any and all losses, claims, damages, liabilities, costs or expenses caused or incurred by reason of, or in any way arising, directly or indirectly, out of any breach or default of or under any representation, warranty, covenant or agreement of the Standby Purchaser contained herein, or by reason of or in any way arising, directly or indirectly, out of any Misrepresentation relating to any information in the Offering Circular or the Offering Notice with respect to any information therein specifically regarding the Standby Purchaser which was provided and approved in writing by the Standby Purchaser.
By the Standby Purchaser. At the Closing, the Standby Purchaser shall deliver, or cause to be delivered, to the Company the following payment in an amount equal to the Subscription Price multiplied by the number of Allocated Shares to be purchased by the Standby Purchaser pursuant to this Agreement.
By the Standby Purchaser. The Standby Purchaser may terminate this Agreement at any time prior to the Closing Date, by written notice to the Company, if (i) a Material Adverse Effect on the Company has occurred, (ii) a Market Adverse Effect has occurred that, in either case, is not cured within 21 days after the occurrence thereof (the “Cure Period”); provided that the right to terminate this Agreement after the occurrence of each Material Adverse Effect on the Company or a Market Adverse Effect shall expire seven (7) days after the expiration of the Cure Period applicable thereto.
By the Standby Purchaser. The Standby Purchaser may terminate this Agreement, (i) if consummation of the Rights Offering and/or the Standby Offering is prohibited by applicable law, rules or regulations, or (ii) if the Company materially breaches its obligations under this Agreement and such breach is not cured within ten (10) business days following written notice thereof to the Company.
