This Agreement and all obligations, covenants and agreements contained herein, including the voting agreements contemplated hereby and the proxies granted hereunder, shall automatically terminate and cease to be effective at the earliest to occur of: (a) the Effective Time; (b) the termination of the Merger Agreement pursuant to Article VII thereof; (c) the effective date of a written agreement of the parties hereto terminating this Agreement; and (d) with respect to a Stockholder, the date of any modification or amendment to the Merger Agreement, as in effect on the date hereof, in a manner that reduces the amount and/or form of consideration payable thereunder to the Stockholder or otherwise adversely effects the Stockholder in any material respect without the prior written approval of the Stockholder; provided , however , that in the case of any termination pursuant to clause (a) of the previous sentence, Sections 1.6 (Waiver of Appraisal Rights), 1.7 (Public Announcement), 1.10 (Related Party Agreements), 1.11 (Further Assurances), ARTICLE II and this ARTICLE VI shall survive such termination hereof.