Common use of OPTION TERMINATION EVENTS Clause in Contracts

OPTION TERMINATION EVENTS. Section 2(b)(ii) of the Stock Option Agreement is amended in its entirety to read as follows: "(ii) termination of the Merger Agreement (A) by either party pursuant to Subsection 9.1(d) of the Merger Agreement, provided that the matter giving rise to the Order (as defined in the Merger Agreement) providing the basis for termination under Subsection 9.1(d) of the Merger Agreement shall not have been initiated by the Company or any Person who initiates an Acquisition Proposal (as such term is defined in the Merger Agreement), (B) by the Company pursuant to Subsection 9.1(c) or Subsection 9.1(j) of the Merger Agreement, (C) by either the Company or the Grantee pursuant to Subsection 9.1(g) of the Merger Agreement, (D) by both parties pursuant to Subsection 9.1(a) of the Merger Agreement, (E) by the Company or the Grantee pursuant to Subsection 9.1(e) of the Merger Agreement (if there exists circumstances that would permit termination of the Merger Agreement by the Company pursuant to Subsection 9.1(e) of the Merger Agreement), (F) by the Grantee pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if circumstances exist that would allow the Company to terminate the Merger Agreement pursuant to Subsection 9.1(c) of the Merger Agreement as a result of a change that would have a Material Adverse Effect with respect to Grantee) or (G) by either party pursuant to any other provision of the Merger Agreement; provided (in the case of Subsection 2(b)(ii)(G) hereof) such termination occurs prior to the occurrence of an Acquisition Proposal."

OPTION TERMINATION EVENTS. Section 2(b)(ii(i) of the Stock Option Agreement is amended Effective Time (as defined in its entirety to read as follows: "the Merger Agreement); or (ii) termination of the Merger Agreement (A) by either party pursuant to Subsection 9.1(d) of the Merger Agreement, provided that ----------------- the matter giving rise to the Order (as defined in the Merger Agreement) providing the basis for termination under Subsection 9.1(d) ----------------- of the Merger Agreement shall not have been initiated by the Company or any Person who initiates an Acquisition Proposal (as such term item is defined in the Merger Agreement), (B) by the Company pursuant to Subsection 9.1(c), Subsection 9.1(h) or Subsection 9.1(j) of the ----------------- ----------------- ----------------- Merger Agreement, (C) by either the Company or the Grantee pursuant to Subsection 9.1(g) of the Merger Agreement, (D) by both parties ----------------- pursuant to Subsection 9.1(a) of the Merger Agreement, (E) by the ----------------- Company or the Grantee pursuant to Subsection 9.1(e) of the Merger ----------------- Agreement (if there then exists circumstances that would permit termination of the Merger Agreement by the Company pursuant to Subsection 9.1(e) of the Merger Agreement), (F) by the Grantee Acquiror ----------------- pursuant to Subsection 9.1(i)(i) of the Merger Agreement (if circumstances exist that would -------------------- allow the Company to terminate the Merger Agreement pursuant to Subsection 9.1(c9.1(h) of the Merger Agreement as a result of a change that would have a Material Adverse Effect with respect to GranteeAgreement) or (G) by either party ----------------- pursuant to any other provision of the Merger Agreement; provided (in the case of this Subsection 2(b)(ii)(G) hereof)) such termination occurs prior ---------------------- to the occurrence of an Acquisition Proposal."