Common use of Optional Abandonment Clause in Contracts

Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto: (a) by mutual agreement of the Boards of Directors of REDOX and Midnight; (b) at the option of REDOX's Board of Directors or Midnight's Board of Directors, if the Closing Date shall not have occurred on or before December 31, 2005; (c) at the option of REDOX's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by REDOX; and (d) at the option of Midnight's Board of Directors or by the election of the Midnight Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by Midnight.

Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto: (a) by mutual agreement of the Boards of Directors of REDOX PublicCo and MidnightHallmark; (b) at the option of REDOX's PublicCo’s Board of Directors or Midnight's Hallmark’s Board of Directors, if the Closing Date shall not have occurred on or before December 31March 15, 20052010; (c) at the option of REDOX's PublicCo’s Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by REDOXPublicCo; and (d) at the option of Midnight's Hallmark’s Board of Directors or by the election of the Midnight Hallmark Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by MidnightHallmark.

Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto: (a) by mutual agreement of the Boards of Directors of REDOX CWTI and MidnightSheerVision; (b) at the option of REDOXCWTI's Board of Directors or MidnightSheerVision's Board of Directors, if the Closing Date shall not have occurred on or before December May 31, 20052006; (c) at the option of REDOXCWTI's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by REDOXCWTI; and (d) at the option of MidnightSheerVision's Board of Directors or by the election of the Midnight SheerVision Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by MidnightSheerVision.

Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto: (a) by mutual agreement of the Boards of Directors of REDOX NSC and MidnightGridline; (b) at the option of REDOXNSC's Board of Directors or MidnightGridline's Board of Directors, if the Closing Date shall not have occurred on or before December January 31, 2005; (c) at the option of REDOXNSC's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by REDOXNSC; and (d) at the option of MidnightGridline's Board of Directors or by the election of the Midnight Gridline Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by MidnightGridline.