The Investment Management Agreement shall continue unless and until terminated by either of the parties pursuant to the following provisions:
(a) The Investment Manager shall be entitled to retire at any time on giving notice to the Company if the Company commits any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) the Company fails within thirty days of receipt of notice requiring it so to do to make good such breach;
(b) The Company may forthwith terminate the appointment of the Investment Manager, without being required to pay any termination fee to the Investment Manager, by notice taking immediate or subsequent effect in any of the following events:
(i) a petition being presented for the winding up of the Investment Manager (except in respect of a voluntary winding up for the purpose of a reconstruction or amalgamation upon terms previously approved in writing by the Company) and is not discharged within 90 days or if a liquidator is appointed in respect of any of the assets of the Investment Manager or any analogous event occurs or action is taken in any jurisdiction other than the British Virgin Islands;
(ii) if the Investment Manager has committed any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) fails within thirty days of receipt of notice requiring it so to do to make good such breach;
(iii) if any Key Person of the Investment Manager:
(A) ceases either to: (i) be employed or engaged to provide services to the Investment Manager for any reason; or (ii) devote sufficient time and attention, in the Board's opinion and absolute discretion, to the affairs of the Company;
(B) is convicted of any criminal offence, has any license or approved person status withdrawn by, or is sanctioned by any regulatory authority (whether or not in relation to actions or omissions on behalf of the Investment Manager or the Company), which in any such case, in the opinion and absolute discretion of the Board, may affect the standing or ability of the Investment Manager to provide its services under this Agreement, may affect the finances or reputation of the Company or may otherwise have an adverse effect on the Company or the price of any of its securities; or
(C) has committed, in the opinion and absolute discretion of the Board, a breach of the Code of Ethics that is material, may affect the finances or reputation of the Company and/or that has an adverse effect on the Company or the price of any of its securities;
and the Investment Manager has not obtained the prior written consent of the Board to alternative arrangements in replacing the relevant Key Person, which consent shall be given in the Board's absolute discretion;
(iv) if the Investment Manager is or was fraudulent; or
(v) if the Investment Manager is or was grossly negligent in the performance of its duties hereunder and this resulted in a substantial loss being incurred by the Company.
(c) In addition to the rights of termination listed in paragraphs (a) and (b) above, either party may terminate this Agreement at their sole discretion after the fourth anniversary of the Closing Date, provided however that any such termination shall only be effective upon the expiration of not less than one year's notice in writing to the other party.