Common use of By Parent Clause in Contracts

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material covenants or agreements set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or (b) would not be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); or

By Parent. (i) prior to the receipt of the Company Stockholder Approval, in the event that (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company Board or any committee thereof shall have failed to include the Company Recommendation in the Joint Proxy Statement distributed to stockholders, (C) if, following the disclosure or announcement of a Takeover Proposal with respect to the Company (other than a tender or exchange offer described in clause (D) below), the Company Board shall have failed to reaffirm publicly the Company Recommendation within five (5) Business Days after Parent requests in writing that such recommendation under such circumstances be reaffirmed publicly, (D) a tender offer or exchange offer is commenced that would, if consummated, constitute a Takeover Proposal with respect to the Company and the Company Board shall have failed to recommend against acceptance of such tender offer or exchange offer by its stockholders (including, for these purposes, by taking any position contemplated by Rule 14e-2 of the Exchange Act other than recommending rejection of such tender offer or exchange offer) within ten (10) Business Days of the commencement of such tender offer or exchange offer (or, in the event of a change in the terms of the tender offer or exchange offer, within ten (10) Business Days of the announcement of such changes); or (E) the Company Board publicly announces an intention to take any of the foregoing actions; (ii) prior to the receipt of the Company Stockholder Approval, if the Company is in Willful Breach of its obligations pursuant to Section 5.4; (iii) if the Company shall have materially breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, which breach or if any representation or warranty failure to perform (i) would give rise to the failure of the Company shall have become untrue, in either case such that the conditions a condition set forth in Section 6.2(a) or 6.2(b) and (bii) would not be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable incapable of being cured by the Company through the exercise of reasonable best efforts prior to by the Outside Date and within twenty (20) business daysor, then Parent if capable of being cured, shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(ihave been cured by the Company within thirty (30) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery calendar days following receipt of written notice from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposalperform from Parent (or, if earlier, the Outside Date);; or (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to obtaining the Outside Date Parent Stockholder Approval in accordance with, and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent subject to the Company of such Company Material Adverse Effectterms and conditions of, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period5.4(b); or.

By Parent. (i) if the Company (A) shall have breached or failed to perform in any material respect any of its material the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in this Agreement, Section 7.2(b) would not be satisfied or if (B) there exists a breach of any representation or warranty of the Company shall have become untrue, contained in either case this Agreement such that the conditions closing condition set forth in Section 6.2(a) or (b7.2(a) would not be satisfied satisfied, and, in the case of both (a “Terminating Company Breach”A) and (B); provided, however, that if such Terminating Company Breach breach is curable incapable of being cured by the Termination Date or is not cured by the Company through within 20 Business Days after the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of Company receives written notice from Parent to the Company of such breach from Parent or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period)Merger Sub; (ii) if any Restraint having in the effect event that prior to the obtaining of granting or implementing any relief referred to Section 6.2(dthe Company Stockholder Approval (A) shall be in effect and a Company Adverse Recommendation Change shall have become final and nonappealable; occurred, (iii) if (xB) the Company enters into a will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company Acquisition Agreement or that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (yC) the Board of Directors of the Company fails publicly to reaffirm its recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement within ten Business Days after Parent requests in writing that such recommendation or determination be reaffirmed, (D) a tender or exchange offer relating to any committee thereof (A) shall Company Shares will have made an Adverse Recommendation Change been commenced and the Company will not have sent to its security holders, within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer or (BE) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal is publicly announced, and the Company fails to issue, within ten (10) business days Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this its obligations under Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); or6.2.

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material representations, warranties, covenants or other agreements set forth in this Agreement, which breach or if any representation failure to perform (A) would, or warranty would reasonably be expected to, result in a failure of the Company shall have become untrue, in either case such that the conditions a condition set forth in Section 6.2(a8.2(a) or Section 8.2(b) and (bB) would cannot be satisfied (a “Terminating Company Breach”); providedcured on or before the Outside Date or, howeverif curable, that if such Terminating Company Breach is curable not cured by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then days of receipt by the Company of written notice of such breach or failure from Parent; provided that Parent shall not be permitted have the right to terminate this Agreement pursuant to this Section 7.1(c)(i9.1(d)(i) until the earlier to occur if any Parent Party is then in breach of (1) the expiration any of a twenty (20) business day period after delivery of written notice from Parent to the Company of its respective representations, warranties, covenants or agreements set forth in this Agreement such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach conditions set forth in either Section 8.3(a) or inaccuracy (it being understood that Parent may Section 8.3(b) could not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period);then be satisfied; or (ii) if any Restraint having prior to the effect receipt of granting or implementing any relief referred to Section 6.2(d) shall be the Company Stockholder Approval, in effect and shall have become final and nonappealable; the event that (iii) if (xA) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or Change, (B) following the disclosure or announcement of a Competing Proposal with respect to the Company (other than a tender offer or exchange offer described in clause (C) below), the Company Board shall not have rejected any bona fide failed to reaffirm publicly announced the Company Board Recommendation within five (5) Business Days after Parent requests in writing that such recommendation under such circumstances be reaffirmed publicly, (C) a tender offer for or exchange offer is commenced that would, if consummated, constitute a Takeover Competing Proposal within ten (10) business days with respect to the Company and the Company Board shall have failed to recommend against acceptance of the making thereof such tender offer or exchange offer by its stockholders (including, for these purposes, by taking no any position with respect to contemplated by Rule 14e-2 of the acceptance Exchange Act other than recommending rejection of a such tender offer or exchange offer) within ten (10) Business Days of the commencement of such tender offer or exchange offer by its stockholders(or, which shall constitute in the event of a failure to reject change in the terms of the tender offer or exchange offer, within ten (10) Business Days of the announcement of such offer for a Takeover Proposalchanges); , (ivD) if the Company Board publicly announces an intention to take any of the foregoing actions in clauses (iA)-(C), or (E) breaches any material the Company shall have breached its obligations under Section 5.1 6.3 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior its obligations pursuant to the Outside Date and within twenty (20) business daysthird sentence of Section 6.4(c), then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); orin each case in any material respect.

By Parent. (i) if (a) if, the Company Board of Directors of Limited or of Holdings shall have breached withdrawn, or failed modified or changed in a manner adverse to perform Parent or the Purchaser such Board's approval or recommendation of this Agreement or the Transactions or shall have entered into a definitive agreement for the consummation of a Takeover Proposal in accordance with Section 4.4(b),(b) the Board of Directors of Limited shall have recommended any material proposal other than by Parent or the Purchaser in respect of a Takeover Proposal, (c) the Sellers shall have exercised a right with respect to a Takeover Proposal referenced in Section 4.4(b) and shall, directly or through any of their representatives, continue discussions with any third party concerning a Takeover Proposal for more than twenty (20) days after the date of receipt of such Takeover Proposal, (d) a Takeover Proposal that is publicly disclosed shall have been commenced, publicly proposed or communicated to either Seller or any of the Companies which contains a proposal as to price (without regard to whether such proposal specifies a specific price or a range of potential prices) and the Sellers shall not have rejected such proposal within twenty (20) days of its material covenants or agreements set forth in this Agreementreceipt or, if sooner, the date its existence first becomes publicly disclosed, or (e) any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent or the Purchaser or any of their respective Affiliates shall have become the beneficial owner of more than 15% of the outstanding shares of either Seller; (ii) if (a) there shall have been a breach of any representation or warranty (without giving effect to any materiality or similar qualifications contained therein) on the part of the Company shall have become untrueSellers having a Material Adverse Effect, in either case such that the conditions set forth in Section 6.2(a) or (b) would there shall have been a breach of any covenant or agreement on the part of the Sellers resulting in a Material Adverse Effect, which breach shall not be satisfied (a “Terminating Company Breach”)have been cured within 10 days following written notice to the Sellers of such breach, which breach shall not have been cured within 10 days following written notice to the Sellers of such breach; provided that it has complied with all provisions thereof, including the notice provision therein; provided, however, that if such Terminating Company Breach is curable by the Company through the exercise for purposes of reasonable best efforts prior this clause (ii), no event, change or development shall be deemed a Material Adverse Effect to the Outside Date and within twenty (20) business daysextent that such event, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice change or development arises solely from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change any actions taken by the Sellers or the Companies in compliance with the express provisions of this Agreement or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of general economic conditions or matters generally affecting the making thereof (including, for these purposes, by taking no position with respect to industries in which the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); orCompanies conduct their respective businesses.

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material 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 either case such that the conditions aggregate, if occurring or continuing at the Acceptance Time (A) would result in the failure of an Offer Condition set forth in Section 6.2(aclause (c)(iv) or of Exhibit A to be satisfied and (bB) would cannot be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable or has not been cured by the Company through the exercise earlier of reasonable best efforts prior to (1) the Outside Date and within twenty (202) business days30 days after the giving of written notice to the Company of such breach or failure; provided, then that Parent shall not be permitted have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i8.1(c)(i) if such Parent or Merger Sub is then in material breach of any of its covenants or inaccuracy by the Company is cured within such twenty (20) business day period);agreements set forth in this Agreement; or (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or shall have occurred, (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal the Company shall, within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance 10 Business Days of a tender offer or exchange offer by its stockholders, which shall constitute a failure that constitutes an Acquisition Proposal relating to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors securities of the Company having been commenced, fail to publicly recommend against such tender or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, exchange offer or (2C) the Company ceasing shall have failed to exercise reasonable best efforts publicly reaffirm its recommendation of the Merger within 10 Business Days after a request to cure such Material Adverse Effectdo so by Parent following the date any Acquisition Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if only make such Company Material Adverse Effect is cured within such twenty (20) calendar day periodrequest once every 30 days); or;

By Parent. (i) if the Company shall have materially breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, which breach or if any representation or warranty failure to perform (i) would give rise to the failure of the Company shall have become untrue, in either case such that the conditions a condition set forth in Section 6.2(a) or Section 6.2(b) and (bii) would cannot be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable cured by the Company through by the exercise Walk-Away Date or, if capable of reasonable best efforts prior to the Outside Date and within twenty (20) business daysbeing cured, then Parent shall not be permitted have been cured within thirty (30) calendar days following receipt of written notice from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) until and the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of basis for such breach or inaccuracytermination; provided, as applicablehowever, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if such it is then in material breach of any of its representations, warranties, covenants or inaccuracy by other agreements hereunder that would result in the Company is cured within such twenty (20conditions to Closing set forth in Section 6.3(a) business day period)or Section 6.3(b) not being satisfied; (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (xA) the Company enters into a Company Acquisition Agreement or (y) the Board board of Directors directors of the Company or any committee thereof (A) shall have made an effected a Company Adverse Recommendation Change or Change, (B) shall not have rejected any bona fide publicly announced a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Takeover Proposal within ten (10) business days is commenced prior to obtaining the Company Stockholder Approvals and the board of directors of the making thereof Company fails to recommend against acceptance of such tender offer or exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of a such tender offer or exchange offer by its stockholders, which shall constitute a failure to reject recommend against acceptance of such tender offer for a Takeover Proposal); or exchange offer) within ten (iv10) if Business Days after commencement, (C) the Company enters into a Company Acquisition Agreement, (iD) breaches any material obligations under Section 5.1 the Company fails to include in the Proxy Statement the Company Board Recommendation or Section 5.3, (E) the Company or the Board board of Directors directors of the Company or any committee thereof shall resolve publicly announces its intention to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); or

By Parent. (i1) if the Company shall have breached or failed to perform in any material respect any of its material covenants representation, warranty, covenant or agreements set forth other agreement contained in this Agreement, which breach (A) cannot be or if any representation or warranty has not been cured, in all material respects, within 20 business days after the giving of written notice to the Company shall have become untrue, and (B) would result in either case such that the conditions failure to satisfy a condition set forth in Section 6.2(a) or (b) would not be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period)7.3; (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y2) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change withholds or withdraws its recommendation of the Merger or, (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days modifies its recommendation of the making thereof Merger in a manner adverse to Parent; (including, for these purposes, by taking no position with respect to the acceptance of 3) a tender offer or exchange offer for twenty percent (20%) or more of the outstanding shares of Company Class A Common Stock or Company Class B Common Stock shall have been commenced or a registration statement with respect -61- 68 thereto shall have been filed (other than by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (ivParent of an affiliate thereof) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or and the Board of Directors of Company shall, notwithstanding its obligations hereunder, have (A) recommended that the Stockholders tender their shares in such tender or exchange offer or (B) publicly announced its intention to take no position with respect to such tender offer; or (4) the Company or any committee thereof shall resolve to do is in material breach of any of the foregoingprovisions of Section 6.13; (v5) if a Company Material Adverse Effect Acquisition Proposal shall occur have been announced or otherwise become publicly known and be continuing, provided that if the Board of Directors of Company shall have (A) failed to recommend against acceptance of such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior Stockholders (including by taking no position, or indicating its inability to take a position, with respect to the Outside Date acceptance by the Stockholders of a Company Acquisition Proposal involving a tender offer or exchange offer) or (B) failed to reconfirm its approval and within twenty (20) business days, then Parent shall not be permitted to terminate recommendation of this Agreement pursuant to this Section 7.1(c)(vand the transactions contemplated hereby, in each case within ten business days thereafter; and (6) until the earlier to occur more than 10% of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); orCommon Stock are Dissenting Shares.

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty which breach of failure to perform (A) would result in the Company shall have become untrue, in either case such that the conditions failure of a condition set forth in Section 6.2(a6.1 or 6.3 and (B) cannot be, or (b) would has not be satisfied (a “Terminating Company Breach”); providedbeen, however, that if such Terminating Company Breach is curable by cured within 20 days after Parent shall have given the Company through the exercise written notice of reasonable best efforts prior to the Outside Date such breach or failure and within twenty (20) business days, then Parent shall not be permitted stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach or inaccuracy7.1(d)(i); provided, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted right to terminate this Agreement pursuant to this Section 7.1(c)(v7.1(d)(i) until the earlier to occur if Parent or Merger Sub is then in material breach of this Agreement; or (1ii) the expiration of a twenty if: (20A) business day period after delivery of written notice from Parent to the Company of such Company Material an Adverse Effect, or Recommendation Change shall have occurred; (2B) the Company ceasing Board or any committee thereof shall have failed to exercise reasonable best efforts recommend the Company Stockholder Approval in the Proxy Statement; (C) an Acquisition Proposal is publicly announced, distributed or disseminated to cure the Company’s stockholders and, following the request of Parent, the Company Board or any committee thereof fails within 10 Business Days of such Material Adverse Effectrequest to reaffirm its recommendation of the Company Stockholder Approval; (D) the Company Board or any committee thereof shall have approved, provided endorsed or recommended to the stockholders of the Company an Acquisition Proposal; (E) a tender offer or exchange offer for outstanding Shares shall have been commenced (other than by the Merger Sub, Parent or an Affiliate of Parent) and the Company Board or any committee thereof recommends that the stockholders of the Company continues tender their Shares in such tender or exchange offer or, within 10 Business Days after the commencement of such tender or exchange offer, the Company Board or any committee thereof fails to exercise reasonable best efforts recommend against acceptance of such offer; (F) the Company Board or any committee thereof shall have resolved to cure such do any of the foregoing; or (G) the Company Material Adverse Effect (it being understood that Parent may not shall have intentionally breached in any material respect Section 5.4 or Section 5.5(b). The party desiring to terminate this Agreement pursuant to this Section 7.1(c)(v7.1 (other than pursuant to Section 7.1(a)) if shall give written notice of such Company Material Adverse Effect is cured within such twenty (20) calendar day period); ortermination to the other party.

By Parent. (i) if upon a breach by the Company shall have breached of any representation, warranty, covenant or failed to perform in any material respect any of its material covenants or agreements agreement set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case Agreement such that the conditions set forth in Section 6.2(a8.02(a) or (bSection 8.02(b) would not be satisfied and such breach cannot be cured by the Outside Date or, if capable of being cured, has not been cured on or before the earlier of (a “Terminating Company Breach”); providedA) the Outside Date, however, that if such Terminating Company Breach is curable or (B) within 30 calendar days of the receipt by the Company through the exercise of reasonable best efforts written notice thereof from Parent; or (ii) if, at any time prior to the Outside Date receipt of the Company Stockholder Approval, (A) a Change in the Company Recommendation shall have occurred; (B) the Company shall have failed to include the Company Recommendation in the Joint Proxy Statement (except to the extent the Company effects a Change in the Company Recommendation); (C) the Company or the Company Board shall have approved, endorsed, adopted, recommended or entered into an Acquisition Agreement; (D) the Company Board shall have failed to publicly recommend against, subject to Section 7.03(e) and to the extent permitted by applicable Law, (I) any Company Acquisition Proposal that is a tender offer or exchange offer under a Schedule TO within twenty ten (2010) business daysBusiness Days after a written request by Parent that it do so or (II) any other Company Acquisition Proposal that has been publicly disclosed and that the Company reasonably believes could lead to a Superior Proposal within seven (7) calendar days after a written request by Parent that it do so; or (E) the Company shall have materially breached, then or shall be deemed to have materially breached pursuant to Section 7.03(h), its obligations under Section 7.02(a) or Section 7.03; or (iii) if, at any time prior to the receipt of the Parent shall not be permitted Stockholder Approval, after complying with the provisions of Section 7.04(e), the Parent Board (or any committee thereof) authorizes Parent to enter into any Acquisition Agreement concerning a Parent Superior Proposal concurrently with termination of this Agreement; provided that (A) the right to terminate this Agreement pursuant to this Section 7.1(c)(i9.01(c)(iii) until shall not be available if Parent has committed an intentional breach (or deemed intentional breach in accordance with Section 7.04(h)) of Section 7.04 that had an adverse impact on the earlier to occur ability of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach to propose or inaccuracy, as applicable, negotiate any amendments or (2) the Company ceasing modifications to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period7.04(e); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect , and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for as a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect condition to the acceptance effectiveness of a tender offer or exchange offer by its stockholderssuch termination, which Parent shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if pay the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior Parent Termination Fee to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); orCompany.

By Parent. (i) if the Company shall have materially breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, which breach or if any representation or warranty failure to perform (A) would give rise to the failure of the Company shall have become untrue, in either case such that the conditions a condition set forth in Section 6.2(a) or Section 6.2(b) and (bB) would cannot be satisfied (a “Terminating Company Breach”); provided, however, that if such Terminating Company Breach is curable cured by the Company through by the exercise Termination Date or, if capable of reasonable best efforts prior to the Outside Date and within twenty (20) business daysbeing cured, then Parent shall not be permitted have been cured within thirty (30) calendar days following receipt of written notice from Parent stating Parent's intention to terminate this Agreement pursuant to this Section 7.1(c)(i) until and the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of basis for such breach or inaccuracytermination; provided, as applicablehowever, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if such it is then in material breach of any of its representations, warranties, covenants or inaccuracy by other agreements hereunder that would result in the Company is cured within such twenty (20conditions to Closing set forth in Section 6.3(a) business day period)or Section 6.3(b) not being satisfied; (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (xA) the Company enters into a Company Acquisition Agreement or (y) the Board board of Directors directors of the Company or any committee thereof (A) shall have made an a Company Adverse Recommendation Change Change, including approving or recommending to the stockholders of the Company a Takeover Proposal, (B) shall not have rejected any bona fide publicly announced a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Takeover Proposal within ten (10) business days is commenced prior to obtaining the Company Stockholder Approvals and the board of directors of the making thereof Company fails to recommend against acceptance of such tender offer or exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of a such tender offer or exchange offer by its stockholders, which shall constitute a failure to reject recommend against acceptance of such tender offer for a Takeover Proposal); or exchange offer) within ten (iv10) if Business Days after commencement, (C) the Company enters into a Company Acquisition Agreement , (iD) breaches any material obligations under Section 5.1 or Section 5.3, or the Board board of Directors directors of the Company or any committee thereof shall resolve fails (or the Company fails) to include the Company Board Recommendation in the Proxy Statement or (E) the Company publicly announces its intention to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); or

By Parent. (i) prior to the Offer Closing, upon written notice to the Company, if (A) an Adverse Recommendation Change shall have occurred (whether or not permitted under this Agreement), (B) the Company, the Company Board or any committee thereof shall have materially breached (or shall be deemed to have materially breached) Section 7.03 or (C) following a written request by Parent to the Company (which request may only be made (I) once at any time after the first public announcement of any Acquisition Proposal and one additional time at any time after each material modification thereto, (II) once at any time after the public announcement of any event or circumstance that was not previously publicly announced by the Company and that would reasonably be expected to constitute an Intervening Event (regardless of whether the Company or the Company Board knew or did not know of such event or circumstance or the consequences thereof at or prior to the execution and delivery of this Agreement) or (III) an aggregate of an additional two (2) times not in connection with the circumstances described in clauses (I) and (II)), the Company Board shall have failed to publicly reaffirm the Company Board Recommendation within (x) in the case of clauses (I) and (III) above, the later of (1) the first Business Day following the Solicitation Period End Date and (2) ten (10) Business Days after Parent’s written request therefor and (y) in the case of clause (II) above, ten (10) Business Days after Parent’s written request therefor, and in each case the Company Board continues to fail to publicly reaffirm the Company Board Recommendation as of the date this Agreement is terminated pursuant to this Section 11.01(c)(i); provided that Parent exercises the right to terminate this Agreement with respect to clause (C), within five (5) Business Days after the expiration of the ten (10) Business Day period or the first Business Day following the Solicitation Period End Date, as applicable, set forth in clause (C); (ii) prior to the Offer Closing, upon written notice to the Company, if a breach of any representation or warranty or failure to perform in any material respect any covenant or agreement on the part of its material covenants or agreements the Company set forth in this Agreement, or if any representation or warranty of the Company Agreement shall have become untrue, in either case such occurred that would cause the conditions Offer Condition under subsection (b) or (c) set forth in Section 6.2(aExhibit A not to be satisfied, and such breach has not been or is incapable of being cured by the earlier of (A) or the Outside Date and (bB) would not be satisfied thirty (a “Terminating Company Breach”)30) days after the Company’s receipt of written notice thereof from the Parent; provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of reasonable best efforts prior right to the Outside Date and within twenty terminate pursuant to this clause (20c)(ii) business days, then Parent shall not be permitted available to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach extent Parent or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do Merger Subsidiary has materially breached any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuingits representations, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business dayswarranties, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, covenants or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period)agreements set forth herein; or

By Parent. (i) if upon a breach by the Company shall have breached of any representation, warranty, covenant or failed to perform in any material respect any of its material covenants or agreements agreement set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 6.2(a8.02(a) or (bSection 8.02(b) would not be satisfied prior to the End Date and such breach would not be curable or, if capable of being cured, shall not have been cured within the earlier of (a “Terminating x) thirty (30) Business Days following receipt of written notice by the Company Breach”)from Parent of such breach and (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the End Date; provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted have the right to terminate this Agreement pursuant to this Section 7.1(c)(i9.01(c) until the earlier to occur if either Parent or Merger Sub is then in material breach of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of any representations, warranties, covenants or other agreements hereunder such breach or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach conditions set forth in Section 8.03(a) or inaccuracy (it being understood that Parent may Section 8.03(b) would not terminate this Agreement pursuant to this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period);be satisfied; or (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; (iii) if (x) there shall have been a Change in the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly announced offer for a Takeover Proposal within ten (10) business days of the making thereof (includingRecommendation; provided, for these purposeshowever, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject such offer for a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted Parent’s right to terminate this Agreement pursuant to this Section 7.1(c)(v9.01(c)(ii)(x) until shall expire on the earlier to occur of (1I) ten (10) Business Days after a Change in the Company Recommendation and (II) the expiration opening of a twenty (20) business day period after delivery of written notice from Parent the polls at the Company Shareholder Meeting with respect to the Company Shareholder Approval, (y) a tender or exchange offer for Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent and, within ten (10) Business Days after the public announcement of the commencement of such Acquisition Proposal, the Company Material Adverse Effectshall not have filed a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of Shares reject such Acquisition Proposal and not tender any Shares into such tender or exchange offer, or (2z) the Company ceasing failed to exercise reasonable best efforts to cure such Material Adverse Effect, provided that hold the Company continues Shareholders’ Meeting no later than five (5) Business Day prior to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period)the End Date; or

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, which breach or if failure to perform, either individually or in the aggregate, (A) would give rise to the failure of any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) (bassuming that the date of such determination is the Closing Date) would and (B) cannot be satisfied or has not been cured (a “Terminating Company Breach”so as to eliminate the basis for such failure to satisfy the relevant conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and ) within twenty (20) business daysdays after the giving of written notice to Parent (or, then Parent shall not be permitted if less than twenty (20) days prior to the Outside Date, prior to the Outside Date); provided that the right to terminate this Agreement pursuant to under this Section 7.1(c)(i7.1(d)(i) until shall not be available to Parent if any of it, Merger Sub or the earlier to occur Investment Adviser is then in breach of (1) the expiration any of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach its representations, warranties, covenants or inaccuracy, as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise reasonable best efforts to cure such breach or inaccuracy (it being understood that Parent may not terminate agreements set forth in this Agreement pursuant so as to this Section 7.1(c)(icause any of the conditions set forth in Sections 6.3(a) if such breach or inaccuracy by 6.3(b) not to be satisfied were the Company is cured within such twenty (20) business day period);Closing then to occur; or (ii) if any Restraint having prior to receipt of the effect of granting or implementing any relief referred to Section 6.2(d) shall be in effect and shall have become final and nonappealable; Company Stockholder Approval, (iii) if (xA) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse Recommendation effected (whether or not validly) a Change or in Recommendation, (B) shall not have rejected any bona fide the Company fails to publicly announced offer reaffirm the Company Recommendation within five Business Days after receipt of a written request therefor by Parent, (C) the Company materially breaches Section 5.5 and such breach remains uncured for a Takeover Proposal within ten (10) business days of the making five Business Days following written notice thereof (including, for these purposes, by taking no position with respect Parent to the acceptance of Company, (D) the Company fails to recommend against any Acquisition Proposal that is a tender offer or exchange offer by its stockholders, which shall constitute a failure subject to reject such offer for a Takeover Proposal); Regulation 14D under the Exchange Act within ten Business Days after the commencement thereof or (ivE) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Company Board of Directors of the Company or any committee thereof shall resolve publicly announces an intention to do effect any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing; provided, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate effect a termination under this Agreement pursuant to this Section 7.1(c)(vclause (ii) if such at any time following a vote being taken on the Company Material Adverse Effect is cured within such twenty (20) calendar day period); orStockholder Approval at the Company Special Meeting duly convened therefor or at any adjournment or postponement thereof.

By Parent. (i) if the Company shall have breached or failed to perform in any material respect any of its material representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) or (b) would not be satisfied (a “"Terminating Company Breach”"); provided, however, that if such Terminating Company Breach is curable by the Company by the Initial Outside Date or the Outside Date, as the case may be, through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(i) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such breach or inaccuracy, for so long as applicable, or (2) the Company ceasing to exercise reasonable best efforts to cure such breach or inaccuracy, provided that the Company continues to exercise such reasonable best efforts to cure such breach or inaccuracy (it being understood that efforts, Parent may not terminate this Agreement pursuant to under this Section 7.1(c)(i) if such breach or inaccuracy by the Company is cured within such twenty (20) business day period); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(d6.2(e) shall be in effect and shall have become final and nonappealable;; provided, however, that the right to terminate this Agreement under this Section 7.1(c)(ii) shall not be available to Parent if such Restraint was primarily due to the failure of Parent or Merger Sub to perform any of its respective obligations under this Agreement; or (iii) if (x) the Company enters into a Company Acquisition Agreement or (y) the Board of Directors of the Company or any committee thereof (A) shall have made an Adverse withdrawn or modified, in a manner adverse to Parent, the Company Board Recommendation Change or its approval of any of the Transactions, (B) shall have approved or recommended to the stockholders of the Company a Takeover Proposal, (C) shall not have rejected any bona fide publicly announced offer for proposal respecting a Takeover Proposal within ten (10) business days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer by its stockholders, which shall constitute a failure to reject recommend against acceptance of such tender offer for or exchange offer) or (D) shall have failed to publicly reconfirm the Company Board Recommendation or its approval of any of the Transactions within five (5) business days after receipt of a written request from Parent that it do so if such request is made following the making by any Person of a Takeover Proposal); (iv) if the Company (i) breaches any material obligations under Section 5.1 or Section 5.3, or the Board of Directors of the Company or any committee thereof shall resolve to do any of the foregoing; (v) if a Company Material Adverse Effect shall occur and be continuing, provided that if such Company Material Adverse Effect is curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within twenty (20) business days, then Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c)(v) until the earlier to occur of (1) the expiration of a twenty (20) business day period after delivery of written notice from Parent to the Company of such Company Material Adverse Effect, or (2) the Company ceasing to exercise reasonable best efforts to cure such Material Adverse Effect, provided that the Company continues to exercise reasonable best efforts to cure such Company Material Adverse Effect (it being understood that Parent may not terminate this Agreement pursuant to this Section 7.1(c)(v) if such Company Material Adverse Effect is cured within such twenty (20) calendar day period); or