Common use of By Parent Clause in Contracts

By Parent. (i) if the Company (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub; (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) 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 Company Shares will have 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 (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of its obligations under Section 6.2.

By Parent. (i) if the Company (A) shall have breached or failed to perform in any material respect any of the its material covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied this Agreement, or (B) there exists a breach of if any representation or warranty of the Company contained shall have become untrue, in this Agreement either case such that the closing condition conditions set forth in Section 7.2(a6.2(a) or (b) would not be satisfiedsatisfied (a “Terminating Company Breach”); provided, andhowever, in the case of both (A) and (B), that if such breach Terminating Company Breach is incapable of being cured by the Termination Date or is not cured curable by the Company through the exercise of reasonable best efforts prior to the Outside Date and within 20 Business Days 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 receives written notice of such breach from 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 Merger Subinaccuracy 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 the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change effect and shall have occurred, become final and nonappealable; (Biii) if (x) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the enters into a Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, Acquisition Agreement or (Cy) the Board of Directors of the Company fails or any committee thereof (A) shall have made an Adverse Recommendation Change or (B) shall not have rejected any bona fide publicly to reaffirm its recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement announced offer for a Takeover Proposal within ten Business Days after Parent requests in writing that such recommendation or determination be reaffirmed(10) business days of the making thereof (including, (D) for these purposes, by taking no position with respect to the acceptance of a tender offer or exchange offer relating by its stockholders, which shall constitute a failure to any Company Shares will have been commenced and reject such offer for a Takeover Proposal); (iv) if the Company will not have sent to its security holders(i) breaches any material obligations under Section 5.1 or Section 5.3, 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 (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor or any committee thereof shall resolve to do any of the Merger 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 transactions contemplated herebyCompany 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 (iii) if the Company breaches any of its obligations under Section 6.2.

By Parent. (i) if prior to the Company (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty receipt of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfiedStockholder Approval, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub; (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will Board or any committee thereof shall have failed to include the Company Recommendation in the Joint Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebydistributed to stockholders, (C) if, following the Board disclosure or announcement of Directors of a Takeover Proposal with respect to the Company fails publicly (other than a tender or exchange offer described in clause (D) below), the Company Board shall have failed to reaffirm its recommendation of this Agreement, publicly the Merger or the other transactions contemplated by this Agreement Company Recommendation within ten five (5) Business Days after Parent requests in writing that such recommendation or determination under such circumstances be reaffirmedreaffirmed publicly, (D) a tender offer or exchange offer relating is commenced that would, if consummated, constitute a Takeover Proposal with respect to any the Company Shares will have been commenced and the Company will not Board shall have sent failed to recommend against acceptance of such tender offer or exchange offer by its security holdersstockholders (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 after 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, a statement disclosing that within ten (10) Business Days of the Company recommends rejection announcement of such tender or exchange offer changes), or (E) a Takeover Proposal is publicly announced, and the Company fails Board publicly announces an intention to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation take any of the Board of Directors foregoing actions; (ii) prior to the receipt of the Company that Stockholder Approval, if the Company shall be in Willful Breach of its stockholders vote in favor of the Merger and the transactions contemplated herebyobligations pursuant to Section 5.3(b) or Section 5.4; or (iii) if the Company breaches shall have materially breached or failed to perform any of its obligations under representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.26.2(a) or 6.2(b) and (ii) is incapable of being cured by the Company by the Outside Date or, if capable of being cured, shall not have been cured by the Company within thirty (30) calendar days following receipt of written notice of such breach or failure to perform from Parent.

By Parent. (i) if (a) if, the Company (A) Board of Directors of Limited or of Holdings shall have breached withdrawn, or modified or changed in a manner adverse to 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 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 covenants Companies which contains a proposal as to price (without regard to whether such proposal specifies a specific price or agreements contained in this Agreement to be complied with by a range of potential prices) and the Company Sellers shall not have rejected such that proposal within twenty (20) days of its receipt or, if sooner, the closing condition set forth date its existence first becomes publicly disclosed, or (e) any Person or group (as defined in Section 7.2(b13(d)(3) would not be satisfied 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; (Bii) if (a) there exists 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 contained Sellers having a Material Adverse Effect, or (b) 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 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 for purposes of this Agreement clause (ii), no event, change or development shall be deemed a Material Adverse Effect to the extent that such that the closing condition set forth in Section 7.2(a) would not be satisfiedevent, and, in the case of both change or development arises solely from (A) and (B), such breach is incapable of being cured any actions taken by the Termination Date Sellers or is not cured by the Company within 20 Business Days after Companies in compliance with the Company receives written notice express provisions of such breach from Parent this Agreement or Merger Sub; (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) general economic conditions or matters generally affecting the Company will have failed to include industries in which the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) 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 Company Shares will have 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 (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of its obligations under Section 6.2Companies conduct their respective businesses.

By Parent. (i) if the Company (A) shall have breached or failed to perform any of the its representations, warranties, covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied this Agreement, or (B) there exists a breach of if any representation or warranty of the Company contained shall have become untrue, which breach or failure to perform or to be true, either individually or in this Agreement such that the closing condition aggregate, if occurring or continuing at the Acceptance Time (A) would result in the failure of an Offer Condition set forth in Section 7.2(aclause (c)(iv) would not of Exhibit A to be satisfied, and, in the case of both (A) satisfied and (B), such breach is incapable of being ) cannot be or has not been cured by the Termination earlier of (1) the Outside Date or is not cured by and (2) 30 days after the giving of written notice to the Company within 20 Business Days after the Company receives written notice of such breach from or failure; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(i) if Parent or Merger Sub;Sub is then in material breach of any of its covenants or agreements set forth in this Agreement; or (ii) in the event that prior to the obtaining of the Company Stockholder Approval if (A) a Company an Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebyshall, (C) 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 10 Business Days after Parent requests in writing that such recommendation or determination be reaffirmed, (D) of a tender or exchange offer that constitutes an Acquisition Proposal relating to any Company Shares will have been commenced and securities of the Company will not have sent having been commenced, fail 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 publicly recommend against such tender or exchange offer or (EC) the Company shall have failed to publicly reaffirm its recommendation of the Merger within 10 Business Days after a Takeover request to do so by Parent following the date any Acquisition Proposal or any material modification thereto is first commenced, publicly announced, and distributed or disseminated to the Company fails to issue, within ten Business Days after Company’s stockholders (provided that Parent may only make such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of its obligations under Section 6.2.request once every 30 days);

By Parent. (i1) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (other than with respect to a breach of Section 5.2 or Section 5.3, as to which Section 7.1(c)(2) will apply), which breach or failure to perform, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) shall have breached would result in the failure of any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition conditions set forth in Section 7.2(b6.2(a) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A6.2(c) and (B), such breach is incapable of being ) cannot be or has not been cured by the Termination earlier of (1) the Outside Date or is not cured by and (2) thirty days after the giving of written notice to the Company within 20 Business Days after the Company receives written notice of such breach from or failure; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(1) if Parent or Merger SubSub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (ii2) in the event that prior to the obtaining of the Company Stockholder Approval if (A) a the Company Board or any committee thereof shall have effected an Adverse Recommendation Change shall have occurred, Change; (B) the Company will shall have materially breached any of its obligations under Section 5.2 or Section 5.3; (C) at any time following receipt of an Acquisition Proposal, the Company Board shall have failed to include in the Proxy Statement the reaffirm its approval or recommendation of the Board Merger as promptly as practicable (but in any event prior to the earlier of Directors (x) within three (3) Business Days after receipt of any written request to do so from Parent and (y) the date of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) the Board of Directors of the Company fails publicly to reaffirm its recommendation of this Agreement, the Merger Stockholders Meeting); 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 offer or exchange offer relating to any Company for the Shares will shall have been commenced and publicly disclosed (other than by Parent or an Affiliate of Parent) and, prior to the earlier of (x) the date prior to the date of the Company will not have sent to its security holders, within ten Stockholder Meeting and (y) eleven Business Days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, a statement disclosing that the Company recommends rejection Board fails to recommend unequivocally against acceptance of such tender or exchange offer or (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebyoffer; or (iii) if the Company breaches any of its obligations under Section 6.2.

By Parent. (i) if the Company shall have materially 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) shall have breached any would give rise to the failure of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing a condition set forth in Section 7.2(b6.2(a) would not be satisfied or Section 6.2(b) and (B) there exists a cannot be cured by the Company by the Termination Date or, if capable of being cured, shall not 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) and the basis for such termination; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it is then in material breach of any representation of its representations, warranties, covenants or warranty of other agreements hereunder that would result in the Company contained in this Agreement such that the closing condition conditions to Closing set forth in Section 7.2(a6.3(a) would or Section 6.3(b) not be being satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub; (ii) in if (A) the event that prior to the obtaining board of directors of the Company Stockholder Approval (A) or any committee thereof shall have made a Company Adverse Recommendation Change shall have occurredChange, including approving or recommending to the stockholders of the Company a Takeover Proposal, (B) the Company will have failed to include in the Proxy Statement the recommendation a tender offer or exchange offer for shares of the Board of Directors capital stock of the Company that constitutes a Takeover Proposal is commenced prior to obtaining the Company Stockholder Approvals and the board of directors of the Company fails to recommend against acceptance of such tender offer or exchange offer by its stockholders vote in favor (including, for these purposes, by taking no position with respect to the acceptance of the Merger and the transactions contemplated herebysuch tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement, (C) 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 enters into a Company Acquisition 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 Company Shares will have been commenced and the board of directors of 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 any committee thereof fails (or the Company recommends rejection of such tender or exchange offer fails) to include the Company Board Recommendation in the Proxy Statement or (E) a Takeover Proposal is publicly announced, and the Company fails publicly announces its intention to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation do any of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of its obligations under Section 6.2.foregoing;

By Parent. (i) if the Company it is not in material breach of this Agreement, and if (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with by representations and warranties of the Company herein are or become untrue or incorrect such that the closing condition set forth in Section 7.2(b) 6.1 would not be satisfied satisfied, or (B) there exists has been a breach of any representation or warranty on the part of the Company contained in this Agreement of any of its covenants or agreements herein such that the closing condition set forth in Section 7.2(a) 6.2 would not be satisfied, and, in the case of both (A) and (B)either such case, such breach is incapable has not been, or cannot be, cured prior to the earlier of being cured by (I) two Business Days prior to the Termination Outside Date or is not cured by and (II) the Company within 20 date thirty Business Days after notice to the Company receives written notice of such breach from Parent or Merger Sub;Company; or (ii) in the event that prior to the obtaining of the Company Stockholder Approval Stockholders Meeting, if (A) the Company Board shall have failed to include the Company Recommendation in the Joint Proxy Statement or shall have effected a Company Adverse Recommendation Change shall have occurredRecommendation, (B) the Company will Board shall have failed approved or recommended, or proposed publicly to include in approve or recommend, any Acquisition Proposal or any Superior Acquisition Proposal other than this Agreement, and/or permitted the Proxy Statement Company to enter into an Alternative Acquisition Agreement, or (C) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been commenced (other than by Parent or its affiliates) and the recommendation of Company Board recommends that the Board of Directors stockholders of the Company that its stockholders vote tender their shares in favor of the Merger and the transactions contemplated hereby, (C) 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 Company Shares will have been commenced and the Company will not have sent to its security holders, or within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends Board fails to recommend rejection (or subsequently modifies a recommendation of rejection) of such tender offer; or exchange offer or (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches shall have failed to call the Company Stockholders Meeting in accordance with Section 4.6(a) or shall have failed to deliver the Joint Proxy Statement and the Registration Statement in accordance with Section 4.5 in material breach of such Sections and such failure shall not be due to any material breach by Parent of its obligations under Section 6.24.5.

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 of failure to perform (A) shall have breached any would result in the failure of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing a condition set forth in Section 7.2(b) would not be satisfied 6.1 or 6.3 and (B) there exists a breach of any representation cannot be, or warranty of has not been, cured within 20 days after Parent shall have given the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from or failure and stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(d)(i); provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Parent or Merger Sub;Sub is then in material breach of this Agreement; or (ii) in the event that prior to the obtaining of the Company Stockholder Approval if: (A) a Company an Adverse Recommendation Change shall have occurred, ; (B) the Company will Board or any committee thereof shall have failed to include recommend the Company Stockholder Approval in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, Statement; (C) an Acquisition Proposal is publicly announced, distributed or disseminated to the Board Company’s stockholders and, following the request of Directors of Parent, the Company Board or any committee thereof fails publicly within 10 Business Days of such request 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, Company Stockholder Approval; (D) the Company Board or any committee thereof shall have approved, 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 tender their Shares in such tender or exchange offer relating to any Company Shares will have been commenced and the Company will not have sent to its security holdersor, within ten 10 Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection Board or any committee thereof fails to recommend against acceptance of such tender offer; (F) the Company Board or exchange offer any committee thereof shall have resolved to do any of the foregoing; or (EG) a Takeover Proposal is publicly announced, and the Company fails shall have intentionally breached in any material respect Section 5.4 or Section 5.5(b). The party desiring to issue, within ten Business Days after terminate this Agreement pursuant to this Section 7.1 (other than pursuant to Section 7.1(a)) shall give written notice of such Takeover Proposal is announced, a press release that reaffirms termination to the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of its obligations under Section 6.2other party.

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, either individually or in the aggregate, (A) shall have breached would give rise to the failure of any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition conditions set forth in Section 7.2(b6.2(a) would not be satisfied or Section 6.2(b) (assuming that the date of such determination is the Closing Date) and (B) there exists a breach of any representation cannot be or warranty of has not been cured (so as to eliminate the Company contained in this Agreement basis for such that failure to satisfy the closing condition relevant conditions set forth in Section 7.2(a6.2(a) would or Section 6.2(b)) within twenty (20) days after the giving of written notice to Parent (or, if less than twenty (20) days prior to the Outside Date, prior to the Outside Date); provided that the right to terminate this Agreement under this Section 7.1(d)(i) shall not be satisfiedavailable to Parent if any of it, andMerger Sub or the Investment Adviser is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement so as to cause any of the case of both (Aconditions set forth in Sections 6.3(a) and (B), such breach is incapable of being cured by or 6.3(b) not to be satisfied were the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub;Closing then to occur; or (ii) in the event that if prior to the obtaining receipt of the Company Stockholder Approval Approval, (A) a the Company Adverse Recommendation Change Board or any committee thereof shall have occurredeffected (whether or not validly) a Change in Recommendation, (B) the Company will have failed fails to include in the Proxy Statement the recommendation of the Board of Directors of publicly reaffirm the Company that its stockholders vote in favor Recommendation within five Business Days after receipt of the Merger and the transactions contemplated herebya written request therefor by Parent, (C) 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 materially breaches Section 5.5 and such breach remains uncured for five Business Days after following written notice thereof by Parent requests in writing that such recommendation or determination be reaffirmedto the Company, (D) the Company fails to recommend against any Acquisition Proposal that is a tender offer or exchange offer relating subject to any Company Shares will have been commenced and Regulation 14D under the Company will not have sent to its security holders, Exchange Act 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 thereof or (E) a Takeover Proposal is publicly announced, and the Company fails or the Company Board or any committee thereof publicly announces an intention to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation effect any of the Board of Directors of foregoing; provided, that Parent may not effect a termination under this clause (ii) at any time following a vote being taken on the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if Stockholder Approval at the Company breaches Special Meeting duly convened therefor or at any of its obligations under Section 6.2adjournment or postponement thereof.

By Parent. (i) if the Company (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with upon a breach by the Company such that the closing condition of any representation, warranty, covenant or agreement set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition conditions set forth in Section 7.2(a8.02(a) or Section 8.02(b) would not be satisfiedsatisfied and such breach cannot be cured by the Outside Date or, andif capable of being cured, in has not been cured on or before the case earlier of both (A) and the Outside Date, or (B), such breach is incapable ) within 30 calendar days of being cured by the Termination Date or is not cured receipt by the Company within 20 Business Days after the Company receives of written notice of such breach thereof from Parent or Merger Sub;Parent; or (ii) in the event that if, at any time prior to the obtaining receipt of the Company Stockholder Approval Approval, (A) a Change in the Company Adverse Recommendation Change shall have occurred, ; (B) the Company will shall have failed to include the Company Recommendation in the Joint Proxy Statement (except to the recommendation of the Board of Directors of extent the Company that its stockholders vote effects a Change in favor of the Merger and the transactions contemplated hereby, Company Recommendation); (C) the Board of Directors of Company or the Company fails 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 reaffirm its recommendation of this AgreementSection 7.03(e) and to the extent permitted by applicable Law, the Merger (I) any Company Acquisition Proposal that is a tender offer or the other transactions contemplated by this Agreement exchange offer under a Schedule TO within ten (10) Business Days after a written request by Parent requests in writing that such recommendation it do so or determination be reaffirmed, (DII) a tender or exchange offer relating to any other Company Shares will have Acquisition Proposal that has been commenced publicly disclosed 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 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) a Takeover Proposal is publicly announced, and the Company fails shall have materially breached, or shall be deemed to issuehave materially breached pursuant to Section 7.03(h), within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebyobligations under Section 7.02(a) or Section 7.03; or (iii) if, at any time prior to the receipt of the Parent 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 9.01(c)(iii) 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 ability of the Company breaches to propose or negotiate any amendments or modifications to this Agreement pursuant to Section 7.04(e), and (B) as a condition to the effectiveness of its obligations under Section 6.2such termination, Parent shall pay the Parent Termination Fee to the Company.

By Parent. (i) if the Company (A) shall have materially breached or failed to perform any of the its representations, warranties, covenants or agreements contained set forth in this Agreement Agreement, which breach or failure to be complied with by perform (i) would give rise to the Company such that the closing failure of a condition set forth in Section 7.2(b6.2(a) would or Section 6.2(b) and (ii) cannot be satisfied or cured by the Company by the Walk-Away Date or, if capable of being cured, shall not have been cured within thirty (B30) there exists a 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) and the basis for such termination; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it is then in material breach of any representation of its representations, warranties, covenants or warranty of other agreements hereunder that would result in the Company contained in this Agreement such that the closing condition conditions to Closing set forth in Section 7.2(a6.3(a) would or Section 6.3(b) not be being satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub; (ii) in if (A) the event that prior to the obtaining board of directors of the Company Stockholder Approval (A) shall have effected a Company Adverse Recommendation Change shall have occurredChange, (B) a tender offer or exchange offer for shares of capital stock of the Company will have failed that constitutes a Takeover Proposal is commenced prior to obtaining the Company Stockholder Approvals and the board of directors of the 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 such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement, (C) the Company enters into a Company Acquisition Agreement, (D) the Company fails to include in the Proxy Statement the recommendation of the Company Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) 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 Company Shares will have 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 Recommendation or (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms or the recommendation board of the Board of Directors directors of the Company that publicly announces its stockholders vote in favor intention to do any of the Merger and the transactions contemplated herebyforegoing; or (iii) if the Company breaches any of its obligations under Section 6.2.

By Parent. (i1) if the Company shall have breached in any material respect any representation, warranty, covenant or other agreement contained in this Agreement, which breach (A) shall have breached any cannot be or has not been cured, in all material respects, within twenty (20) business days after the giving of the covenants or agreements contained in this Agreement written notice to be complied with by the Company such that and (B) will result in the closing failure to satisfy a condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub;7.3; or (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C2) the Board of Directors of the Company fails publicly to reaffirm (A) withholds or withdraws 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 reaffirmedor, (DB) modifies its recommendation of the Merger in a manner materially adverse to Parent. (3) a tender offer or exchange offer relating to any for twenty percent (20%) or more of the outstanding shares of Company Shares will Class A Common Stock or Company Class B Common Stock shall have been commenced or a registration statement with respect thereto shall have been filed (other than by Parent or an affiliate thereof) and the Board of Directors of Company will not shall, notwithstanding its obligations hereunder, have sent to its security holders, within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing (A) recommended that the Company recommends rejection of Stockholders tender their shares in such tender or exchange offer or (EB) publicly announced its intention to take no position with respect to such tender offer; or (4) the Company is in material breach of any of the provisions of Section 6.8; (5) a Takeover Company Acquisition Proposal is shall have been announced or otherwise become publicly announced, known and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of Company shall have (A) failed to recommend against acceptance of such by the Stockholders (including by taking no position, or indicating its inability to take a position, with respect to the acceptance by the Stockholders of a Company that Acquisition Proposal involving a tender offer or exchange offer) or (B) failed to reconfirm its stockholders vote in favor approval and recommendation of the Merger this Agreement and the transactions contemplated hereby, in each case within ten business days thereafter; or (iii6) if more than 10% of the Company breaches any of its obligations under Section 6.2Common Stock are Dissenting Shares.

By Parent. (i) if the Company (A) shall have breached or failed to perform any of the its representations, warranties, covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied this Agreement, or (B) there exists a breach of if any representation or warranty of the Company contained shall have become untrue, in this Agreement either case such that the closing condition conditions set forth in Section 7.2(a6.2(a) or (b) would not be satisfiedsatisfied (a "Terminating Company Breach"); provided, andhowever, in the case of both (A) and (B), that if such breach Terminating Company Breach is incapable of being cured by the Termination Date or is not cured curable by the Company within 20 Business Days after by the Initial Outside Date or the Outside Date, as the case may be, through the exercise of reasonable best efforts and for so long as the Company receives written notice of continues to exercise such breach from reasonable best efforts, Parent or Merger Submay not terminate this Agreement under this Section 7.1(c)(i); (ii) if any Restraint having the effect of granting or implementing any relief referred to Section 6.2(e) shall be in effect and shall have become final and nonappealable; provided, however, that the event that prior 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 obtaining failure of the Company Stockholder Approval Parent or Merger Sub to perform any of its respective obligations under this Agreement; or (Aiii) a Company Adverse Recommendation Change shall have occurred, if (Bx) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the enters into a Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, Acquisition Agreement or (Cy) the Board of Directors of the Company fails publicly or any committee thereof (A) shall have withdrawn or modified, in a manner adverse to reaffirm its recommendation of this AgreementParent, the Merger Company Board Recommendation or its approval of any of the other transactions contemplated by this Agreement Transactions, (B) shall have approved or recommended to the stockholders of the Company a Takeover Proposal, (C) shall not have rejected any proposal respecting a Takeover Proposal within ten Business Days after Parent requests in writing that (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 recommend against acceptance of such recommendation tender offer or determination be reaffirmed, exchange offer) or (D) a tender or exchange offer relating shall have failed to any Company Shares will have been commenced and publicly reconfirm the Company will not have sent to Board Recommendation or its security holders, approval of any of the Transactions within ten Business Days five (5) business days after receipt of a written request from Parent that it do so if such request is made following the commencement making by any Person of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer or (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebyProposal; or (iii) if the Company breaches any of its obligations under Section 6.2.

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) shall have breached any would, or would reasonably be expected to, result in a failure of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing a condition set forth in Section 7.2(b8.2(a) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A8.2(b) and (B)) cannot be cured on or before the Outside Date or, such breach is incapable of being cured by the Termination Date or if curable, is not cured by the Company within 20 Business Days after twenty (20) days of receipt by the Company receives of written notice of such breach or failure from Parent; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(i) if any Parent Party is then in breach of any of its respective representations, warranties, covenants or Merger Sub;agreements set forth in this Agreement such that the conditions set forth in either Section 8.3(a) or Section 8.3(b) could not then be satisfied; or (ii) prior to the receipt of the Company Stockholder Approval, in the event that prior to the obtaining of the Company Stockholder Approval (A) a the Company Board shall have made an Adverse Recommendation Change shall have occurredChange, (B) following the disclosure or announcement of a Competing Proposal with respect to the Company will (other than a tender offer or exchange offer described in clause (C) below), the Company Board shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of reaffirm publicly the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, Board Recommendation within five (C5) 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 under such circumstances be reaffirmedreaffirmed publicly, (DC) a tender offer or exchange offer relating is commenced that would, if consummated, constitute a Competing Proposal with respect to any the Company Shares will have been commenced and the Company will not Board shall have sent failed to recommend against acceptance of such tender offer or exchange offer by its security holdersstockholders (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 after 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, a statement disclosing that within ten (10) Business Days of the announcement of such changes), (D) the Company recommends rejection Board publicly announces an intention to take any of such tender or exchange offer the foregoing actions in clauses (A)-(C), or (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches any of shall have breached its obligations under Section 6.26.3 or its obligations pursuant to the third sentence of Section 6.4(c), in each case in any material respect.

By Parent. (i1) if the Company shall have breached in any material respect any representation, warranty, covenant or other agreement contained in this Agreement, which breach (A) shall have breached any cannot be or has not been cured, in all material respects, within 20 business days after the giving of the covenants or agreements contained in this Agreement written notice to be complied with by the Company such that and (B) would result in the closing failure to satisfy a condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub7.3; (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C2) the Board of Directors of the Company fails publicly to reaffirm (A) withholds or withdraws 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 reaffirmedor, (DB) modifies its recommendation of the Merger in a manner adverse to Parent; (3) a tender offer or exchange offer relating to any for twenty percent (20%) or more of the outstanding shares of Company Shares will 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 Parent of an affiliate thereof) and the Board of Directors of Company will not shall, notwithstanding its obligations hereunder, have sent to its security holders, within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing (A) recommended that the Company recommends rejection of Stockholders tender their shares in such tender or exchange offer or (EB) publicly announced its intention to take no position with respect to such tender offer; or (4) the Company is in material breach of any of the provisions of Section 6.13; (5) a Takeover Company Acquisition Proposal is shall have been announced or otherwise become publicly announced, known and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of Company shall have (A) failed to recommend against acceptance of such by the Stockholders (including by taking no position, or indicating its inability to take a position, with respect to the acceptance by the Stockholders of a Company that Acquisition Proposal involving a tender offer or exchange offer) or (B) failed to reconfirm its stockholders vote in favor approval and recommendation of the Merger this Agreement and the transactions contemplated hereby, in each case within ten business days thereafter; orand (iii6) if more than 10% of the Company breaches any of its obligations under Section 6.2Common Stock are Dissenting Shares.

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 (Awhich request may only be made (I) shall have breached 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 covenants public announcement of any event or agreements contained in this Agreement to be complied with 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 closing condition 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 Section 7.2(bclause (C); (ii) would not be satisfied or (B) there exists prior to the Offer Closing, upon written notice to the Company, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company contained set forth in this Agreement such shall have occurred that would cause the closing condition Offer Condition under subsection (b) or (c) set forth in Section 7.2(a) would Exhibit A not to be satisfied, and, in the case of both (A) and (B), such breach has not been or is incapable of being cured by the Termination earlier of (A) the Outside Date or is not cured by the Company within 20 Business Days and (B) thirty (30) days after the Company receives Company’s receipt of written notice of such breach thereof from the Parent; provided, however, that the right to terminate pursuant to this clause (c)(ii) shall not be available to Parent to the extent Parent or Merger Sub; (ii) in the event that prior to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) 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 Company Shares will have 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 (E) a Takeover Proposal is publicly announced, and the Company fails to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; or (iii) if the Company breaches Subsidiary has materially breached any of its obligations under Section 6.2.representations, warranties, covenants or agreements set forth herein; or

By Parent. (i) if the Company (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with upon a breach by the Company such that the closing condition of any representation, warranty, covenant or agreement set forth in Section 7.2(b) would not be satisfied this Agreement, or (B) there exists a breach of if any representation or warranty of the Company contained shall have become untrue, in this Agreement either case such that the closing condition conditions set forth in Section 7.2(a8.02(a) or Section 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 (x) thirty (30) Business Days following receipt of written notice by the Company 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 Parent shall not have the right to terminate this Agreement pursuant to this Section 9.01(c) if either Parent or Merger Sub is then in material breach of any representations, warranties, covenants or other agreements hereunder such that the conditions set forth in Section 8.03(a) or Section 8.03(b) would not be satisfied, and, in the case of both (A) and (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within 20 Business Days after the Company receives written notice of such breach from Parent or Merger Sub;; or (ii) if (x) there shall have been a Change in the event Company Recommendation; provided, however, that prior Parent’s right to the obtaining of the Company Stockholder Approval (A) a Company Adverse Recommendation Change shall have occurred, (B) the Company will have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby, (C) the Board of Directors of the Company fails publicly to reaffirm its recommendation of this Agreement, the Merger or the other transactions contemplated by terminate this Agreement within pursuant to this Section 9.01(c)(ii)(x) shall expire on the earlier of (I) ten (10) Business Days after Parent requests a Change in writing that such recommendation or determination be reaffirmedthe Company Recommendation and (II) the opening of the polls at the Company Shareholder Meeting with respect to the Company Shareholder Approval, (Dy) a tender or exchange offer relating to any Company for Shares will have been that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced and the Company will not have sent to its security holdersby a Person unaffiliated with Parent and, within ten (10) Business Days after the public announcement of the commencement of such Acquisition Proposal, the Company shall 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, a statement disclosing that or (z) the Company recommends rejection of such tender or exchange offer or (E) a Takeover Proposal is publicly announced, and failed to hold the Company fails Shareholders’ Meeting no later than five (5) Business Day prior to issue, within ten Business Days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated herebyEnd Date; or (iii) if the Company breaches any of its obligations under Section 6.2.