EARLIER TO OCCUR OF
(I) THE EXPIRATION OF THE COMMITMENT PERIOD OR (II) THE ISSUANCE OF SHARES
PURSUANT TO THIS AGREEMENT IN AN AMOUNT EQUAL TO THE MAXIMUM COMMITMENT AMOUNT.
SECTION 8.2
OTHER TERMINATION.
(A)
THE INVESTOR MAY TERMINATE THIS AGREEMENT UPON (X) ONE (1) TRADING
DAY'S NOTICE IF THE COMPANY ENTERS INTO ANY PROHIBITED TRANSACTION AS SET FORTH
IN SECTION 6.7 WITHOUT THE INVESTOR'S PRIOR WRITTEN CONSENT, OR (Y) ONE
(1) TRADING DAY'S NOTICE IF THE INVESTOR PROVIDES WRITTEN NOTICE OF A MATERIAL
ADVERSE EFFECT TO THE COMPANY, AND SUCH MATERIAL ADVERSE EFFECT CONTINUES FOR A
PERIOD OF TEN (10) TRADING DAYS AFTER THE RECEIPT BY THE COMPANY OF SUCH NOTICE.
(B)
THE INVESTOR MAY TERMINATE THIS AGREEMENT UPON ONE (1) TRADING DAY'S
NOTICE TO THE COMPANY AT ANY TIME IN THE EVENT THAT THE REGISTRATION STATEMENT
IS NOT INITIALLY DECLARED EFFECTIVE IN ACCORDANCE WITH THE REGISTRATION RIGHTS
AGREEMENT, PROVIDED, HOWEVER, THAT IN THE EVENT THE REGISTRATION STATEMENT IS
DECLARED EFFECTIVE PRIOR TO THE DELIVERY OF SUCH NOTICE, THE INVESTOR SHALL
THEREAFTER HAVE NO RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS
SECTION 8.2(B).
(C)
THE COMPANY MAY TERMINATE THIS AGREEMENT UPON ONE (1) TRADING DAY'S
NOTICE; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT TERMINATE THIS AGREEMENT
PURSUANT TO THIS SECTION 8.2(C) DURING ANY DRAW DOWN PRICING PERIOD; PROVIDED
FURTHER, THAT, IN THE EVENT OF ANY
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TERMINATION OF THIS AGREEMENT BY THE COMPANY PURSUANT TO THIS SECTION 8.2(C), SO
LONG AS THE INVESTOR OWNS SHARES PURCHASED HEREUNDER AND/OR WARRANT SHARES,
UNLESS ALL OF SUCH SHARES OF COMMON STOCK MAY BE RESOLD BY THE INVESTOR WITHOUT
REGISTRATION AND WITHOUT ANY TIME, VOLUME OR MANNER LIMITATIONS PURSUANT TO
RULE 144(B) (OR ANY SIMILAR PROVISION THEN IN EFFECT) UNDER THE SECURITIES ACT,
THE COMPANY SHALL NOT SUSPEND OR WITHDRAW THE REGISTRATION STATEMENT OR
OTHERWISE CAUSE THE REGISTRATION STATEMENT TO BECOME INEFFECTIVE, OR VOLUNTARILY
DELIST THE COMMON STOCK FROM, THE PRINCIPAL MARKET WITHOUT LISTING THE COMMON
STOCK ON ANOTHER PRINCIPAL MARKET.
(D)
EACH OF THE PARTIES HERETO MAY TERMINATE THIS AGREEMENT UPON ONE
(1) TRADING DAY'S NOTICE IF THE OTHER PARTY HAS BREACHED A MATERIAL
REPRESENTATION, WARRANTY OR COVENANT TO THIS AGREEMENT AND SUCH BREACH IS NOT
REMEDIED WITHIN TEN (10) TRADING DAYS AFTER NOTICE OF SUCH BREACH IS DELIVERED
TO THE BREACHING PARTY.
SECTION 8.3
EFFECT OF TERMINATION.
IN THE EVENT OF TERMINATION BY THE
COMPANY OR THE INVESTOR, WRITTEN NOTICE THEREOF SHALL FORTHWITH BE GIVEN TO THE
OTHER PARTY AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
TERMINATED WITHOUT FURTHER ACTION BY EITHER PARTY.
IF THIS AGREEMENT IS
TERMINATED AS PROVIDED IN SECTION 8.1 OR 8.2 HEREIN, THIS AGREEMENT SHALL BECOME
VOID AND OF NO FURTHER FORCE AND EFFECT, EXCEPT AS PROVIDED IN SECTION 10.13.
NOTHING IN THIS SECTION 8.3 SHALL BE DEEMED TO RELEASE THE COMPANY OR THE
INVESTOR FROM ANY LIABILITY FOR ANY BREACH UNDER THIS AGREEMENT OCCURRING PRIOR
TO SUCH TERMINATION, OR TO IMPAIR THE RIGHTS OF THE COMPANY AND THE INVESTOR TO
COMPEL SPECIFIC