(C) neither the execution and delivery of this letter agreement nor the consummation or performance of any of the transactions contemplated hereby will (i) violate any provision of Roivants Organizational Documents, (ii) violate any Law applicable to Roivant or the transactions contemplated hereby or (iii) result in the breach or violation of, or constitute a default under, any Contract or agreement to which Roivant is a party or by which Roivant may be bound, except in the case of clauses (ii) and (iii) for such violation, breach, or default which would not reasonably be expected to prevent, delay or otherwise interfere with the consummation or performance of any of the transactions contemplated hereby, (D) except for any filings that may be required to comply with the HSR Act, Roivant is not, and will not be, required to give any notice to any Governmental Body or obtain any Governmental Authorization in connection with the execution and delivery of this letter agreement or the consummation or performance of any of the transactions contemplated hereby, except for such notices, approvals, consents or authorizations which have been obtained or made or which, if not obtained or made, would not reasonably be expected to prevent, delay or otherwise interfere with the consummation or performance of any of the transactions contemplated hereby and (E) there is no pending Proceeding that has been commenced against Roivant or any of its Affiliates that challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby, and, to Roivants knowledge, no such Proceeding has been threatened.
3. Termination. The Commitment to invest (or cause to be invested) the Upfront Payment Commitment Amount and the Contingent Payment Commitment Amount shall terminate automatically and immediately upon the earliest to occur of (a) the payment of the Upfront Payment and the Contingent Payment in accordance with the Purchase Agreement, respectively, (b) the termination of the Purchase Agreement in accordance with its terms prior to the Closing, (c) the date that Roivant ceases to, directly or indirectly through its Affiliates, hold at least thirty percent (30%) of the outstanding voting securities of DSL and (d) if (i) DSL or any acquiring or surviving parent entity pursuant to a merger, consolidation, amalgamation, reorganization or similar transaction of DSL (Change of Control) is then publicly traded on the New York Stock Exchange, Nasdaq or another stock exchange mutually agreed between Roivant, DSL and the Seller Parties, (ii) the outstanding voting securities owned by Roivant, directly or indirectly through its Affiliates, do not constitute the largest ownership stake owned by any shareholder of DSL (measured in terms of aggregate voting power), (iii) the failure of Roivant to own the largest ownership stake in DSL under clause (ii) above did not result directly or indirectly from a sale or other disposition by Roivant or any of its Affiliates of voting securities of DSL (except in connection with a Change of Control, if, prior to such Change of Control, Roivant, directly or indirectly through its Affiliates, owned less than a majority of the outstanding voting power of DSL) and (iv) Seller Parties consent to the termination of the Commitment (such consent solely for purposes of this clause (d) not to be unreasonably withheld, delayed or conditioned). Sections 4 and 6 through 10 hereof shall survive any such termination.
4. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, no person other than Roivant (and its permitted assignees) shall have any obligation under this letter agreement and (a) no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future direct or indirect director, officer, employee, agent, member, securityholder, affiliate, shareholder, controlling person or representative of Roivant (any such person or entity, other than Roivant and its permitted assignees, a Related Party) or any Related Party of any of Roivants Related Parties (except to the extent such Related Party is party thereto), including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, the Purchase Agreement or the Other Transaction Documents or the transactions contemplated thereby and any liabilities or obligations arising from any legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature related hereto or thereto, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, and (b) no personal liability