The Merger Agreement contains certain customary termination rights for the Company, on the one hand, and Parent, on the other hand, including that, subject to certain limitations, the Company or Parent may terminate the Merger Agreement if (i) the Merger is not consummated by 11:59 p.m. (New York City time), on May 6, 2027 (the "Initial Termination Date"), which Initial Termination (x) will be automatically extended until 11:59 p.m. (New York City Time) on August 6, 2027 if all of the conditions to the Merger, other than the No Legal Impediment Condition and Regulatory Condition, have been satisfied as of the Initial Termination Date and (y) may be extended by Parent on one occasion if the Marketing Period has commenced but has not been completed on the third Business Day immediately prior to the then-scheduled Termination Date; and (ii) any order prohibiting the Merger has become final and non-appealable; or (iii) the Company Stockholder Approval is not obtained at the Company Stockholder Meeting. Subject to certain specified limitations and requirements set forth in the Merger Agreement, Parent may terminate the Merger Agreement if the Board issues an Adverse Recommendation Change, and the Company may terminate the Merger Agreement if, prior to the receipt of the Company Stockholder Approval, the Board authorizes the Company to enter into a definitive agreement providing for a Superior Proposal and the Company enters into such definitive agreement, or if Parent fails to consummate the Merger when required to do so under the Merger Agreement. The Company and Parent may also terminate the Merger Agreement by mutual written consent or for any material, uncured breach by the other party. Upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay to Parent a termination fee of $60,000,000 and under certain other circumstances, Parent will be required to pay the Company a termination fee of $144,000,000 (the "Parent Termination Fee").