Common use of Failure to Consummate the Merger Clause in Contracts

Failure to Consummate the Merger. In the event that, after the Transactions have occurred, the Merger is not consummated for any reason whatsoever and the Merger Agreement is terminated, the parties hereto agree that concurrently with the termination of the Merger Agreement, regardless of the price at which the Company Shares are quoted at that time on the New York Stock Exchange or any other national securities exchange on which the common stock of the Company is listed, (i) Parent shall return to Investor the Rollover Shares and Cash Contribution, as applicable, (ii) Investor shall return to Parent the Equity Contribution Shares and Cash Contribution Shares, as applicable, (iii) the proposed assumption of and amendments to the Rollover Options shall be of no further force or effect and (iv) subject to compliance with clause (i) and (ii) above, this Agreement shall be considered null and void and of no further force or effect and no party shall have any liability to the other with respect to this Agreement. For the avoidance of doubt, in such event, Investor shall have no claim against Parent other than the right to receive such Rollover Shares and Cash Contribution, as applicable, upon return of the Equity Contribution Shares and/or Cash Contribution Shares.