Termination. This Agreement shall terminate automatically with respect to a Stockholder, without any notice or other action by any Person, upon the first to occur of # the valid termination of the Merger Agreement in accordance with its terms, # the Effective Time, # the termination of this Agreement by written notice from Parent to the [[Stockholders:Organization]], # any amendment or change to the Merger Agreement or the Offer that is effected without Stockholder’s consent that decreases the amount, or changes the form, of consideration payable to all [[Stockholders:Organization]] of the Company pursuant to the terms of the Merger Agreement or # an Adverse Recommendation Change (the period from the date hereof through such time being referred to as the “Agreement Period”). Upon the valid termination of this Agreement in accordance with this Section 5.2, no party shall have any further obligations or liabilities under this Agreement; provided, however, that # nothing set forth in this Section 5.2 shall relieve any party from liability for any willful and material breach of this Agreement prior to termination hereof and # the provisions of this Article V shall survive any valid termination of this Agreement in accordance with this Section 5.2.

Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time prior to the Closing:

Termination. The Consultant and the Company shall have the right to terminate this Agreement for any reason whatsoever or for no reason whatsoever, upon thirty (30) days prior notice to the other.

During the Term of this Agreement the Employee’s employment and this Agreement may be terminated by the Company with or without Cause (as hereinafter defined) immediately upon delivery of written notice of termination to the Employee; provided, however, in the event such termination is without Cause, then in such event, and subject to the Employee’s compliance with Section 5 of this Agreement, the Company shall continue to pay to the Employee, as severance pay, the Employee’s Annual Salary until that date which is three (3) years following the Effective Date of this Agreement.

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before November 30, 2018; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

Termination. Notwithstanding anything else in this Agreement to the contrary, if at any point in time # the Investors do not beneficially own, in the aggregate, at least five percent (5%) of the Company’s then-outstanding shares of voting capital stock (as such ownership is calculated pursuant to the rules of The NASDAQ Global Market) (as adjusted for any stock combinations, splits, recapitalizations, and the like after the Effective Date), or # the New Director or any Investor breaches any provision of this Agreement (either such event, a “Termination Event”), upon the Company’s request, the New Director shall promptly tender his or her resignation from the Board and the Company shall not have any further obligations under this Agreement. In order for the Company to determine the occurrence of a Termination Event under subsection # above, each Investor shall provide written notice to the Company within two (2) business days of any transaction that causes the Investors to fail to satisfy the 5% ownership threshold at any time

Termination. This Agreement may be terminated at any time prior to the actual Closing by mutual written agreement of the Company and the Stockholder. If this Agreement is terminated pursuant to this Section 5.2, this Agreement shall become void and have no effect, and there shall be no further liability or obligation on the part of the Company or the Stockholder in respect of this Agreement.

Termination. In addition to the provisions concerning notice of termination in the second paragraph of Section 1, this Agreement shall terminate upon the following events:

Termination. This Agreement shall terminate automatically and be of no further force or effect, without any notice or other action by any Person, upon the first to occur of # the valid termination of the Purchase Agreement in accordance with its terms, # the Closing, and # the mutual written consent of all of the parties hereto. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that solely in the event of a termination of this Agreement pursuant to [clause (i) above], # nothing set forth in this Section 5.2 shall relieve any party from liability for any willful and material breach of this Agreement prior to termination hereof and # the provisions of this Article V shall survive any termination of this Agreement.

Termination. This Guaranty shall remain in full force and effect as to each Guarantor until actual receipt by the Bank officer responsible for Borrower’s relationship with the Bank of written notice of Guarantor’s intent to terminate (or Guarantor’s death or incapacity) plus the lapse of a reasonable time for the Bank to act on such notice (the “Receipt of Notice”); provided, however, this Guaranty shall remain in full force and effect thereafter until all Obligations outstanding, or contracted or committed for (whether or not outstanding), before such Receipt of Notice by the Bank, and any extensions, renewals or replacements thereof (whether made before or after such Receipt of Notice), together with interest accruing thereon after such Receipt of Notice, shall be finally and irrevocably paid in full. Discontinuance of this Guaranty as to one Guarantor shall not operate as a discontinuance hereof as to any other guarantor. Payment of all of the Obligations from time to time shall not operate as a discontinuance of this Guaranty, unless a Receipt of Notice as provided above has been received by the Bank. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations, or the Bank receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against Guarantor under this Guaranty.