Subject to Section 1.10 , this Agreement shall terminate in its entirety upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms; (ii) the Effective Time; (iii) the date on which the Company Board effects a Change of Recommendation; and (iv) the date of the entry, without the prior written consent of the Shareholders, into any amendment or modification of the Merger Agreement or any waiver of any of the Company’s rights under the Merger Agreement, in each case, which results in a decrease in, or a change in the form of, the Merger Consideration.  The provisions of this Article II ( Miscellaneous ) shall survive any termination of this Agreement.  In the event of termination of this Agreement, this Agreement shall, subject to the immediately preceding sentence and Section 1.10 , become void and of no effect with no liability on the part of any party hereto; provided , however , that the termination of this Agreement shall not prevent any party hereto from seeking any remedies (at law or in equity) against any other party hereto for such party’s breach of any of the terms of this Agreement occurring prior to such termination.