Delayed Milestone Closing Sample Clauses

Delayed Milestone Closing. The parties hereby further agree as follows: 12.4.1. In the event that the Milestone Closing shall not occur on or before the date that is twelve (12) months following the Initial Deadline (the “Milestone End Date”), the Company may terminate the requirement to conduct the Milestone Closing by written notice to the Investor, with a copy to the Escrow Agent (the “Company Milestone Termination Notice” and the date of delivery of such notice, the “Company Milestone Termination Date”), in which case, (A) the liquidated damages under Section 9 hereof shall not continue to accrue for the time following the Company Milestone Termination Date, (B) the Milestone Cash Consideration shall be returned to the Investor in accordance with this Agreement and the Escrow Agreement, and (C) the Milestone Shares shall be returned to the Company in accordance with this Agreement and the Escrow Agreement; provided that, as a condition precedent to such termination right, (i) the Company shall have paid in full the liquidation damages (including any default interest) under Section 9 hereof that accrued for the time until the Company Milestone Termination Date, (ii) the Company shall have sent the Escrow Agent an irrevocable instruction letter confirming that the Company Milestone Termination Notice has been sent, and (iii) the Company shall not have breached in any material respect any of its other obligations under this Agreement in any manner that shall have caused the failure to consummate the Milestone Closing on or before the Milestone End Date. 12.4.2. In the event that the Milestone Closing shall not occur on or before the Milestone End Date, the Investor may terminate the requirement to conduct the Milestone Closing by written notice to the Company, with a copy to the Escrow Agent (the “Investor Milestone Termination Notice” and the date of delivery of such notice, the “Investor Milestone Termination Date”), in which case, (A) the liquidated damages under Section 9 hereof shall not continue to accrue for the time following the Investor Milestone Termination Date (except that the default interest on liquidated damages that have accrued through such time and not been paid shall continue to accrue in accordance with Section 9), (B) the Milestone Cash Consideration shall be returned to the Investor in accordance with this Agreement and the Escrow Agreement, and (C) the Milestone Shares shall be returned to the Company in accordance with this Agreement and the Escrow Agreemen...