This Agreement is binding on the parties as of the date hereof, but will be effective as of the Closing Date and, except as otherwise set forth herein will continue in effect thereafter until the earlier of (a) the time when no shares of Common Stock are held by the MSD Parties or any other Holder and (b) its termination by the consent of all parties hereto or their respective successors in interest. This Agreement shall terminate immediately in all respects in the event of a termination of the Merger Agreement.