Common use of By Parent Clause in Contracts

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be cured by the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or

By Parent. (i) if the Board of Directors of the Company or any committee thereof shall have approved, or recommended that stockholders of the Company accept or approve, an Acquisition Proposal by a third party, or shall have resolved to do any of the foregoing; (ii) if the Board of Directors of the Company or any committee thereof shall have withdrawn or modified its approval of, or recommendation that the stockholders of the Company accept or approve (as the case may be), the Offer, this Agreement and the Merger, or shall have resolved to do any of the foregoing; (iii) if the Company shall have breached or failed to perform any include in the Schedule 14D-9 the recommendation of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform the Board of Directors of the Company that the stockholders of the Company accept the Offer; (Aiv) would give rise prior to the failure purchase of a condition set forth in Section 6.2(a) or Section 6.2(b)the Shares pursuant to the Offer, respectively, and (B) cannot be cured by if the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderobligations under this Agreement, or any representation or warranty of the Company contained in this Agreement shall have been incorrect, in any material respect, when made; (v) prior to the purchase of Shares pursuant to the Offer, in the event that the conditions to the Offer set forth in Section 7.1 shall not be satisfied, provided, that Parent may not terminate this Agreement due to a failure to obtain clearance under the HSR Act until December 31, 1999; or (iivi) after purchase of the Shares pursuant to the Offer, if the Company Board (is in violation or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this breach of Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or1.3.

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, ) and (B) canis not be capable of being cured by the Company by the End Termination Date or, if capable of being cured, shall not have been cured within by the Company on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following receipt Parent’s delivery of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (of such breach or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Changefailure to perform; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Parent or Merger Sub is then in material breach of any of its obligations under this Agreement so as to result in the failure of a condition set forth in Section 7.1(c)(ii6.3(b); or (ii) if (A) the Company Shareholder Approval Board shall have been obtained; ormade a Company Adverse Recommendation Change or (B) the Company or the Company Board, as applicable, shall have materially breached any of its obligations under Section 5.5(a).

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, 7.2(b) and (BB)(1) cannot be is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i8.1(c)(i) if it or Merger Sub is then in material breach of any representation, warranty, covenant or agreement hereunder; (ii) prior to obtaining the Company Stockholder Approval, if the Board of its representationsDirectors of the Company or any committee thereof shall have (A) effected a Recommendation Withdrawal; (B) failed to include the Company Board Recommendation in the Proxy Statement or (C) following the public announcement of an Acquisition Proposal, warranties, covenants or other agreements hereunderfailed to reaffirm the Company Board Recommendation within five Business Days of receipt of any written request to do so from Parent; or (iiiii) if prior to obtaining the Company Board (or Stockholder Approval, in the event of a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if Willful and Material Breach by the Company Shareholder Approval shall have been obtained; orof any covenant contained in Section 6.3, the first sentence of Section 6.1(a) or the first sentence of Section 6.2.

By Parent. (i) if the Company shall have breached any of its representations or warranties or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(aparagraph (d), (e) or Section 6.2(b), respectively, (f) of Annex I and (B) cannot be is incapable of being cured by the Company by the End Date or, if capable of being curedcured by the Outside Date, the Company (1) shall not have been cured commenced good faith efforts to cure such breach or failure to perform within thirty (30) 20 calendar days following receipt by the Company of written notice of such breach or failure to perform from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.1.3(i) and the basis for such terminationtermination or (2) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.1.3(i) if it Parent, HoldCo or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval Change shall have been obtained; oroccurred (whether or not in compliance with Section 5.2).

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be cured by the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent, US Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderthis Agreement; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or

By Parent. (i) if a Triggering Event shall have occurred or if the Company or any of its Representatives shall have Willfully Breached any of its obligations under Section 8.2; or (ii) if the Company shall have breached or failed to perform any of its representations, warranties, (A) representations or warranties or (B) covenants or agreements set forth in this Agreement, in each case which breach or failure to perform (Ax) would give rise to the failure of a condition to the Offer set forth in Section 6.2(aclauses (d)(i) or Section 6.2(b), respectively, through (d)(v) of Annex A and (By) cannot be is incapable of being cured by the Company by during the End Date 30-day period after written notice from Parent of such breach or failure to perform, or, if capable of being curedcured during such 30-day period, shall not have been cured within thirty (by the earlier of the end of such 30) calendar days -day period and the End Date; provided that if such breach or failure to perform is capable of being cured by the Company and the Company ceases using reasonable best efforts to cure such breach or failure to perform following receipt of written notice from Parent, Parent shall have the Parent stating the Parent’s intention right to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination10.1(c)(ii); provided provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i10.1(c)(ii) if it Parent or Merger Sub Purchaser is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if such that the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have has the right to terminate this Agreement under this pursuant to Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or10.1(d)(i);

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform or to be true (A) would give rise to result in the failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.3 and (B) cannot be cured by the Termination Date; provided, that Parent shall have given the Company by the End Date orwritten notice, if capable of being cured, shall not have been cured within delivered at least thirty (30) calendar days following receipt of written notice from the Parent prior to such termination, stating the ParentCompany’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) and the basis for such termination; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderset forth in this Agreement; or (ii) prior to obtaining the Company Shareholder Approval, if the Company Board (or a duly authorized committee thereof) shall have effected a Company an Adverse Recommendation Change; provided, however, that Parent shall not have the right . The party desiring to terminate this Agreement under pursuant to this Section 7.1(c)(ii7.1 (other than pursuant to Section 7.1(a)) if shall give written notice of such termination to the Company Shareholder Approval shall have been obtained; orother party.

By Parent. (i) if if, prior to the Effective Time, the Company Board shall have breached made a Change in Recommendation or failed shall have recommended or approved a Company Takeover Proposal or shall have resolved to perform do any of the foregoing; (ii) if there shall have been a breach by the Company of any provision of Section 5.02; (iii) if (A) there shall be a breach of any representation or warranty of the Company in this Agreement or any representation or warranty of the Company in this Agreement shall have become untrue, or (B) there shall be a breach by the Company of any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which in either case only if the condition in Section 7.02 (a) would be incapable of being satisfied as a result and in the case of such a breach or failure to perform untruth described in clause (A) would give rise to the failure above, either is not capable of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be being cured by the Company by the End Date or, if it is capable of being cured, shall has not have been cured within thirty (30) calendar days following receipt of written notice to the Company from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for or Sub of such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderbreach; or (iiiv) if any shareholder shall have (A) failed to vote for the Merger as required by a Support Agreement or (B) breached any of its other obligations under a Support Agreement if such breach either is not capable of being cured or, if it is capable of being cured, has not been cured within three (3) days following notice to the Company Board (from Parent or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; orSub of such breach.

By Parent. (i) if the Company Parties or Mercury shall have breached breached, violated or failed to perform any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement which breach, which breach violation or failure to perform perform, either individually or in the aggregate, if continuing at the Closing (A) would give rise to result in the failure of a condition any of the conditions set forth in Section 6.2(aSections 9.2(a), (b) or Section 6.2(b(c) (a “Company Terminating Breach”), respectively, and (B) cannot be cured, or, if curable, is not cured by the Company, the Company LP or Mercury, or waived by Parent by the End earlier of (x) the Outside Date or, if capable of being cured, shall not have been cured within and (y) thirty (30) calendar days following after the receipt by the Company of written notice of such breach, violation or failure from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i10.1(c)(i) if it or Merger Sub is then in material breach of any a Parent Terminating Breach shall have occurred and be continuing at the time Parent delivers notice of its representations, warranties, covenants or other agreements hereunderelection to terminate this Agreement pursuant to this Section 10.1(c)(i); or (ii) if the Company Board (or a duly authorized committee thereofA) shall have effected a Company Adverse Recommendation Change; providedChange shall have occurred, however, that Parent (B) the Written Consent shall not have been delivered by Mercury to the right to terminate this Agreement under this Section 7.1(c)(ii) if Company and Parent by the Company Shareholder Approval Deadline or (C) Mercury shall have been obtained; orwithdrawn or rescinded the Written Consent.

By Parent. (i) if there shall have been a material failure of any representation or warranty of the Company shall have breached to be true, or failed to perform a material breach of any covenant or agreement of its representations, warranties, covenants or agreements set forth the Company contained in this Agreement, which breach or failure to perform (A) would give rise to Agreement such that the failure of a condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, and (B7.2(b) canwould not be cured by the Company by the End Date or, if capable of being cured, satisfied and which shall not have been cured within thirty (30if curable) calendar days prior to the earlier of (A) 20 Business Days following receipt notice of written notice from such breach (it being understood that such 20 Business Day period shall not be applicable to covenant or agreements that by their terms are intended to be satisfied at the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(iClosing) and (B) the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orTermination Date; (ii) if the Company Board of Directors (or a duly authorized committee thereofA) shall have effected a failed to include or make or shall have publicly withdrawn, modified or changed (it being understood and agreed that any “stop-look-and-listen” communication by the Company Adverse Recommendation Change; provided, however, that Parent Board of Directors to the stockholders of the Company pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement), in a manner adverse to Parent, the Company Board Recommendation, or (B) shall have recommended to the right to terminate stockholders of the Company an Acquisition Proposal other than the transactions contemplated by this Agreement under this Section 7.1(c)(iiAgreement; or (iii) if the Company Shareholder Approval shall have been obtained; orfails to duly call or convene the Company Stockholders Meeting in accordance with Section 6.2;

By Parent. (i) if the Company shall have breached any of its representations or warranties or failed to perform any of its representations, warranties, covenants obligations or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a7.02(a) or Section 6.2(b), respectively, 7.02(b) and (B) canis not be reasonably capable of being cured by prior to the Company by the End Date orOutside Date, or if reasonably capable of being cured, shall not have been cured within by the earlier of the Outside Date and thirty (30) calendar days following receipt by the Company of written notice of such breach or failure to perform from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i8.01(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i8.01(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants obligations or other agreements hereunder; or (ii) prior to receipt of the Required Shareholder Approval, if the Company Board (or a duly authorized committee thereof) shall have effected a Company an Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a‎Section 7.2(a) or Section 6.2(b), respectively, ‎Section 7.2(b) to be satisfied and (B) cannot be either (1) is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination‎Section 8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i‎Section 8.1(c)(i) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement hereunder; or (ii) if the Board of Directors of the Company Board (or a duly authorized any committee thereof) thereof shall have effected a Company Adverse Recommendation ChangeChange of Board Recommendation; provided, however, provided that Parent shall not have the Parent’s right to terminate this Agreement under pursuant to this Section 7.1(c)(iiclause (ii) if is only exercisable prior to the time that the Company Shareholder Stockholder Approval shall have been is obtained; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, or if any of the representations or warranties of the Company contained herein shall have failed to be true and correct, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, 7.2(b) and (B) canis not be reasonably capable of being cured by the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation ChangeOutside Date; provided, however, that neither Parent shall not have nor Merger Sub is then in breach of any representation, warranty, covenant or other agreement contained in this Agreement, which breach would give rise to the right to terminate this Agreement under this failure of a condition set forth in Section 7.1(c)(ii7.3(a) or Section 7.3(b); (ii) if (A) a Company Adverse Recommendation Change shall have occurred or (B) the Company Shareholder Approval shall have been obtainedfailed to include in the Joint Proxy Statement, the Company Recommendation; or (iii) prior to obtaining the Parent Stockholder Approval, in order to effect a Parent Adverse Recommendation Change and concurrently enter into a definitive agreement providing for a Parent Superior Proposal; provided that Parent has complied in all material respects with the terms of Section 5.4(d).

By Parent. (i) if the Company shall have breached any of its representations or warranties or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(aparagraph (e) or Section 6.2(b), respectively, (f) of Annex I and (B) cannot be is incapable of being cured by prior to the Company by the End Date orOutside Date, or if capable of being curedcured by the Outside Date, the Company shall not have been cured the breach or failure to perform within thirty (30) calendar days (but in no event later than the Outside Date) following receipt by the Company of written notice of such breach or failure to perform from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderhereunder such that the Company has the right to terminate this Agreement pursuant to Section 7.01(d)(i); or (ii) if the Board of Directors of the Company Board (or a duly authorized committee thereof) thereof shall have effected a Company made an Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would give rise to result in the failure of a condition any of the conditions set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.2 and (B) cannot be or has not been cured by the Company by earlier of (1) the End Outside Date or, if capable of being cured, shall not have been cured within thirty and (302) calendar 60 days following receipt after the giving of written notice from to the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for Company of such terminationbreach or failure; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orset forth in this Agreement; (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent Company’s Stockholder Approval shall not have been obtained by 11:59 p.m. Pacific Time on the right to terminate this Agreement under this Section 7.1(c)(iidate hereof; or (iii) if the Company Shareholder Approval any Governmental Entity shall have been obtainedas a formal matter of record declined to grant Parent and Merger Sub any of the Gaming Licenses the receipt of which is necessary to satisfy the condition set forth in Section 6.1(c) and such condition is not satisfied at least fifteen (15) calendar days prior to the Outside Date; or

By Parent. (i) if the Company and the Company Shareholders shall have breached any of their respective representations or warranties or failed to perform any of its representations, warranties, their respective covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a6.02(a) or Section 6.2(b), respectively, 6.02(b) and (B) cannot be is incapable of being cured by prior to the Company by the End Date orTermination Date, or if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar days following after the Company’s receipt of written notice of such breach or failure to perform from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) and the basis for such terminationtermination (or in any event has not been cured by the Termination Date); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderhereunder in a manner that would give rise to the failure of a condition set forth in Section 6.03(a), Section 6.03(b) or Section 6.03(c); or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, if it was continuing as of the Closing Date, and (B) cannot be cured by the Company by the End Date or, if capable of being cured, shall not have been cured within by the Company by the earlier of (1) three (3) Business Days prior to the Outside Date and (2) thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderset forth in this Agreement that would give rise to the failure of a condition set forth in Section 6.3(a) or Section 6.3(b) if it were continuing on the Closing Date; or (ii) if the Company Board (or a duly authorized any committee thereof) shall have effected a Company has made an Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under pursuant to this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtainedobtained prior to the time of such termination; or

By Parent. i. if (iA) the Company Board shall have made a Recommendation Change; or (B) the Company shall have materially breached any of its covenants and agreements set forth in Section 5.03; or ii. if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) 6.01 or Section 6.2(b), respectively, 6.02 and (B) cannot be cured by the Company by the End Date or, if capable of being curedcured by the End Date, shall not have been cured within by the earlier of (x) thirty (30) calendar days following receipt of written notice from the Parent stating the ParentXxxxxx’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(ii) and the basis for such terminationtermination and (y) the End Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(ii) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) if the Company Shareholder Approval shall have been obtained; or.

By Parent. (i) if the Stockholder Approvals shall not have been obtained by reason of the failure to obtain the required votes upon a vote held at the Special Meeting; (ii) if the Board of Directors of the Company (or any committee of the Board of Directors) shall have breached made a Change in Recommendation; or (iii) if there has been a breach of any representation, warranty, covenant or failed to perform any agreement of its representations, warranties, covenants or agreements the Company set forth in this Agreement, which breach or failure to perform (A) would give rise to any such representation or warranty shall have become untrue after the failure date of a condition set forth in this Agreement, such that Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be cured by the Company by the End Date or, if capable is incapable of being cured, shall cured or has not have been cured within thirty (30) calendar business days following receipt of after the Parent gives written notice from of such inaccuracy or breach to the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or (ii) if the Company Board (or a duly authorized committee thereof) shall have effected a Company Adverse Recommendation ChangeCompany; provided, however, that Parent shall not have the right to terminate this Agreement under pursuant to this Section 7.1(c)(ii7.1(e)(iii) if (x) Parent or Merger Sub is then in material breach of any of its covenants or agreements contained in this Agreement, or (y) Parent or Blue Chip caused the Company Shareholder Approval shall have been obtained; orto act, or fail to act, in such a manner that resulted in the breach by the Company giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.1(e)(iii) or the Company’s inability to cure such breach.

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, 7.2(b) to be satisfied and (B) cannot be either (1) is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i8.1(c)(i) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement hereunder; or (ii) if the Board of Directors of the Company Board (or a duly authorized any committee thereof) thereof shall have effected a Company Adverse Recommendation ChangeChange of Board Recommendation; provided, however, provided that Parent shall not have the Parent’s right to terminate this Agreement under pursuant to this Section 7.1(c)(iiclause (ii) if is only exercisable prior to the time that the Company Shareholder Stockholder Approval shall have been is obtained; or