This Agreement shall automatically terminate without further action upon the earliest to occur (the “ Expiration Date ”) of ( i ) the Effective Time, ( ii ) the termination of the Merger Agreement in accordance with its terms, ( iii ) the date the parties to the Merger Agreement enter into a material amendment thereto without the prior written consent of the Stockholder and ( iv ) the written agreement of the Stockholder, the Company and Parent to terminate this Agreement.