Common use of Failure to Consummate the Merger Clause in Contracts

Failure to Consummate the Merger. In the event that after the contribution and exchange of the Exchange Shares for the Rollover Shares as set forth in Section 1.1, the Merger fails to be 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 Varsity Shares are quoted at that time on the American Stock Exchange or any other national securities exchange on which the common stock of Varsity is listed, the Company shall return to Investor the Rollover Shares and Investor shall return to the Company the Exchange Shares. In such event, Investor shall have no claim against the Company other than the right to receive such Rollover Shares upon return of the Exchange Shares.

Failure to Consummate the Merger. In the event that after the contribution and exchange of the Exchange Shares for the Rollover Shares as set forth in Section 1.1, the Merger fails to be 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 Varsity Shares are quoted at that time on the American Stock Exchange or any other national securities exchange on which the common stock of Varsity is listed, the Company shall return to Investor the Rollover Shares and Investor shall return to the Company the Exchange SharesShares of the Company. In such event, Investor shall have no claim against the Company other than the right to receive such Rollover Shares upon return of the Exchange Shares.