Common use of Termination Without Default Clause in Contracts

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30, 2023, (B) if the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions to a date following September 30, 2023 are obtained at the election of Parent, with Parent stockholder vote, in accordance with the Parent’s amended and restated certificate of incorporation, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before by the latest six (6)-month anniversary of the date of this Agreement (A) June 30as may be extended as provided in the immediately following proviso, 2023, (B) if the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions to a date following September 30, 2023 are obtained at the election of Parent, with Parent stockholder vote, in accordance with the Parent’s amended and restated certificate of incorporation, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the six (6)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month), then Parent and the Company shall each have the right, in its sole discretion, to terminate this Agreement; and (ii) provided that the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party such Party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted did not result in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing DateDate but not after the Closing has occurred.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30September 25, 2023, (B) if the Extension Proposal is approved, September 30December 26, 2023 and (C) if one or more extensions to a date following September 30December 26, 2023 with the Company’s approval are obtained at the election of Parent, with Parent stockholder shareholder vote, in accordance with the Parent’s amended and restated certificate of incorporationParent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30by February 28, 2023, (B) if the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions to a date following September 30, 2023 are obtained at the election of Parent, with Parent stockholder vote, in accordance with the Parent’s amended and restated certificate of incorporation, the last date for Parent to consummate a Business Combination pursuant to such extensions 2022 (the “Outside Closing Date”) (provided that, if the SEC has not cleared the Proxy Statement on or prior to February 28, 2022, the Outside Closing Date shall be automatically extended monthly until the Proxy Statement is cleared by the SEC and upon such clearance the Outside Closing Date shall be automatically extended for 60 days after such clearance; provided, however, that in no event shall the Outside Closing Date extend beyond June 13, 2022); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger SubPurchaser, on one hand, or the CompanySeller, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent Purchaser or the CompanySeller, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent Purchaser or the CompanySeller, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30March 15, 2023, 2024 and (B) if Parent’s board of directors has extended the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions timeline to consummate an initial business combination to a date following September 30March 15, 2023 are obtained at the election of Parent, with Parent stockholder vote2024, in accordance with the Parent’s amended and restated certificate of incorporationParent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions extensions, provided that such date shall in no event be later than June 15, 2024 (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the proximate cause of, or resulted in, of the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other partyAgreement. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30by December 15, 2023, (B) if the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions to a date following September 30, 2023 are obtained at the election of Parent, with Parent stockholder vote, in accordance with the Parent’s amended and restated certificate of incorporation, the last date for Parent to consummate a Business Combination pursuant to such extensions 2022 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to October 31, 2022, the Outside Closing Date shall be automatically extended to March 15, 2023 and Parent shall use reasonable best efforts to obtain from its stockholders approval of an amendment to its certificate of incorporation extending the time to consummate a Business Combination to March 15, 2023 and any reference to the term “Outside Closing Date” in such case shall mean March 15, 2023); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger SubSubs, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the primary cause of, or resulted in, the primary failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30October 18, 2023, 2024 and (B) if Parent’s board of directors has extended the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions timeline to consummate an initial business combination to a date following September 30October 18, 2023 are obtained at the election of Parent, with Parent stockholder vote2024, in accordance with the Parent’s amended and restated certificate of incorporationParent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.