Common use of Procedure for Termination, Amendment, Extension or Waiver Clause in Contracts

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposal, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination fee of $2,500,000, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or, in the case of an extension or waiver pursuant to Section 8.04, the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of Parent or the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors members of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger or accept a Company Superior Proposal in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors members of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is and its Representatives are in compliance with Section 5.02, (vi) the Company has previously paid or concurrently with such termination paid Parent a termination pays the fee of $2,500,000due under Section 6.07, and (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal Proposal. Acceptance by Parent of the fee due under Section 6.07 shall constitute acceptance by Parent of the validity of any termination of this Agreement under Section 8.01(f) and this Section 8.05(b). (viiic) Parent is not at such time entitled to may terminate this Agreement pursuant to Section 8.01(c8.01(h) only if (i) the Parent Board has received a Superior Parent Proposal, (ii) in light of such Superior Parent Proposal a majority of the members of the Parent Board has determined in good faith, after consultation with outside counsel, that it is necessary for the Parent Board to withdraw or modify its approval or recommendation of this Agreement, the Merger, the Share Issuance or the Charter Amendment or accept a Parent Superior Proposal in order to comply with its fiduciary duty under applicable Law, (iii) Parent has notified the Company in writing of the determinations described in clause (ii) above, (iv) at least five business days following receipt by the Company of the notice referred to in clause (iii) above, and taking into account any revised proposal made by the Company since receipt of the notice referred to in clause (iii) above, such Superior Parent Proposal remains a Superior Parent Proposal and a majority of the members of the Parent Board has again made the determinations referred to in clause (ii) above, (v) Parent and its Representatives are in compliance with Section 5.03, (vi) Parent has previously paid or concurrently pays the fee due under Section 6.07 and (vii) the Parent Board concurrently approves, and Parent concurrently enters into, a definitive agreement providing for the implementation of such Superior Parent Proposal. Acceptance by the Company of the fee due under Section 6.07 shall constitute acceptance by the Company of the validity of any termination of this Agreement under Section 8.01(h) and this Section 8.05(c).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require require, in the case of Parent, Acquisition Sub Parent or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of Any party desiring to terminate this Agreement prior shall give written notice of such termination to the Effective Time shall not require the approval of the stockholders of the Companyother parties. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(d)(ii) only if prior to the Company Stockholder Approval if: (i1) the Company Board has received a Superior Company Proposal, ; (ii2) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty to the stockholders of the Company under applicable LawLaw (any such determination, a “Superior Proposal Determination”); (iii3) the Company has notified Parent in writing of that it has made a Superior Proposal Determination (a “Termination Notice”) and shall have provided to Parent in writing the determinations described in clause (ii) above final terms and has given Parent an opportunity to submit a revised proposal, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) aboveconditions of, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause Proposal; (ii) above, (v4) the Company is in compliance with Section 5.02, ; (vi5) the Company has previously paid or concurrently with such termination paid Parent a termination fee of $2,500,000, pays the fees and expenses due under Section 6.06; and (vii6) the Company Board concurrently approves, and the Company concurrently or promptly thereafter enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(d)(ii) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Takeover Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, faith that it is necessary for the such Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable LawTakeover Proposal constitutes a Superior Company Proposal, (iii) the Company has notified Parent in writing of the determinations determination described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, which notice shall describe all material terms of such Company Takeover Proposal; (iv) at least five three business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations determination referred to in clause (ii) aboveabove (although no additional time period shall be required following such determination), (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination fee of $2,500,000, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viiivii) the Company has paid Parent is not at such time entitled to terminate this Agreement the fee pursuant to Section 8.01(c6.06(b).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(d)(ii) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board (or the Special Committee) shall have determined in good faith, after consultation with with, and advice from, outside counsel, that it is necessary for the Company Board (or the Special Committee) to withdraw or modify in a manner adverse to Parent and Sub its approval or recommendation of this Agreement or the Merger in order to comply act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board (or the Special Committee) has again made the determinations referred to in clause (ii) above, (v) the Company is in material compliance with Section 5.02, (vi) the Company has concurrently with such termination previously paid Parent a termination any fee of $2,500,000, due under Section 8.06 and (vii) the Company Board (or the Special Committee) concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver under this Agreement pursuant to Section 8.04 shallwill, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall will not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the disinterested directors of the Company shall have has determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board failure to withdraw or modify its approval or recommendation of the Merger and this Agreement or would be inconsistent with the Merger in order to comply with Company Board’s exercise of its fiduciary duty under applicable Lawduties, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the disinterested directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance compliance, in all material respects, with Section 5.02, (vi) the Company has concurrently with such termination previously paid Parent a termination the fee of $2,500,000, due under Section 6.07 and (vii) the Company Board concurrently approves, and the Company concurrently enters into, approves a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.03 9.03 or an extension or waiver pursuant to Section 8.04 9.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub Sub, the Company or the CompanyNewco, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d9.01(d) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Takeover Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, faith that it is necessary for the such Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable LawTakeover Proposal constitutes a Superior Company Proposal, (iii) the Company has notified Parent in writing of the determinations determination described in clause (ii) above Section 9.05(b)(ii), the identity of the person making the Superior Company Proposal and has given Parent an opportunity to submit a revised proposal, the material terms and conditions of the Superior Company Proposal; (iv) at least five three business days following receipt by Parent of the notice referred to in clause (iii) aboveSection 9.05(b)(iii), and and, taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) aboveSection 9.05(b)(iii), such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause Section 9.05(b)(ii) (ii) abovealthough no additional time period shall be required following such determinations, but it being understood that any amendment to the price or any other material terms of such a Superior Company Proposal shall require an additional notice and a new three business day period), (v) the Company is in compliance with Section 5.02, 6.02 and (vi) the Company has concurrently with such termination paid Parent a termination fee of $2,500,000, (vii) the Company Board concurrently approvesapproves and recommends, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or, in the case of an extension or waiver pursuant to Section 8.04, the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of Parent or the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors members of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger or accept a Company Superior Proposal in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors members of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is and its Representatives are in compliance with Section 5.02, (vi) the Company has previously paid or concurrently with such termination paid Parent a termination pays the fee of $2,500,000due under Section 6.07, and (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal Proposal. Acceptance by Parent of the fee due under Section 6.07 shall constitute acceptance by Parent of the validity of any termination of this Agreement under Section 8.01(f) and this Section 8.05(b). (viiic) Parent is not at such time entitled to may terminate this Agreement pursuant to Section 8.01(c).8.01(h) only if (i) the Parent Board has received a Superior Parent Proposal, (ii) in light of such Superior Parent Proposal a majority of the members of the Parent Board has determined in good faith, after consultation with outside counsel, that it is necessary for the Parent Board to withdraw or modify its approval or recommendation of this Agreement, the Merger, the Share Issuance or the Charter Amendment or accept a Parent Superior Proposal in order to comply with its fiduciary duty under applicable Law,

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five ten business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised written proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination pays the fee of $2,500,000due under Section 6.07, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require (a) in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination Directors and (b) in the case of the Company, action by a majority of the members of the Board of Directors of the Company who were members thereof on the date of this Agreement prior to and remain as such hereafter or the Effective Time shall not require the approval duly authorized designee of the stockholders of the Companysuch members. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Board of Directors of the Company Board has received a Superior Company Proposaltakeover proposal, (ii) in light of such Superior Company Proposal takeover proposal a majority of the disinterested directors of the Company shall have determined in good faith, after consultation with based upon the advice of outside counsel, that it is necessary for the Board of Directors of the Company Board to should withdraw or modify its approval or recommendation of the Merger or this Agreement or the Merger in order to comply with its fiduciary duty under applicable Lawlaw, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five business days 48 hours following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the disinterested directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance in all material respects with Section 5.02, 5.02 and (vi) the Company has concurrently with such previously paid the fee due under Section 6.08. Acceptance by Parent of the fee due under Section 6.08 shall constitute acceptance by Parent of the validity of any termination paid Parent a termination fee of $2,500,000, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to under Section 8.01(c8.01(f) and this Section 8.05(b).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to ; provided, that in the Effective Time shall not require the approval case of the stockholders Company and in the event the Offer has been consummated and the shares of Company Common Stock have been purchased pursuant thereto, such action shall also require action by a majority of the CompanyIndependent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement Agreement, the Offer or the Merger in order to comply act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five three 38 business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination previously paid Parent a termination the fee of $2,500,000, due under Section 6.07 and (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Managers or Board of Directors or the duly authorized designee of its Board of Managers or Board of Directors. Termination of this Agreement prior to , as the Effective Time shall not require the approval of the stockholders of the Companycase may be. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval if: (i) the Company Board has received a Superior Company Proposal, ; (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counselcounsel and independent financial advisors, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable Law, ; (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given provided Parent an opportunity to submit a revised proposal, copy of the documents providing for the Superior Company Proposal; (iv) at least five business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent (including any proposal to amend the terms of the Transactions or this Agreement) since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause (ii) above, ; (v) the Company is in compliance with Section 5.02, ; (vi) the Company has concurrently with such termination previously paid Parent a termination or contemporaneously therewith pays the fee of $2,500,000due under Section 6.04, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal Proposal; and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c). The Company acknowledges and agrees that each successive material modification of a Company Takeover Proposal that is determined to be a Superior Company Proposal shall be deemed to constitute a new Superior Company Proposal for purposes of this Section 8.05(b).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, faith after consultation with outside counsel, counsel that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or that the Merger Company’s shareholders give the Company Shareholder Approval in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations determination described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) after at least five business days three Business Days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations determination referred to in clause (ii) above, (v) the Company is has not breached Section 5.02 in compliance with Section 5.02any respect that lead to, facilitated or aided the making of such Superior Company Proposal, (vi) the Company has concurrently pays the fee due under Section 6.08(b) simultaneously with or prior to such termination paid Parent a termination fee of $2,500,000, and (vii) the Company Board concurrently approves, and immediately thereafter the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and Proposal. (viiic) The Company may terminate this Agreement pursuant to Section 8.01(g) only if (i) the condition set forth in Section 7.02(d) has not been waived by Parent is or satisfied, (ii) all other conditions set forth in Article VII have been satisfied or waived on or prior to the Closing Date, except for any condition that by its nature cannot be satisfied until at such time entitled or immediately prior to the Closing, (iii) the Company has notified Parent in writing that it intends to terminate this Agreement pursuant to Section 8.01(c)8.01(g) if the condition set forth in Section 7.02(d) is not waived by Parent or satisfied and (iv) after at least three Business Days following receipt by Parent of the notice referred to in clause (iii) above, the condition set forth in Section 7.02(d) has not been waived by Parent or satisfied.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to ; provided, that in the Effective Time shall not require the approval case of the stockholders Company and in the event the Offer has been consummated and the shares of Company Common Stock have been purchased pursuant thereto, such action shall also require action by a majority of the CompanyIndependent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement Agreement, the Offer or the Merger in order to comply act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five three business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.025.02 (other than breaches that, individually or in the aggregate, are not material and do not prejudice Parent's rights under this Agreement), (vi) the Company has concurrently with such termination previously paid Parent a termination the fee of $2,500,000, due under Section 6.07 and (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to ; PROVIDED, that in the Effective Time shall not require the approval of the stockholders case of the Company, such action shall also require action by a majority of the Independent Directors. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement Agreement, the Offer or the Merger in order to comply act in a manner consistent with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five three business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.025.02 (other than breaches that, individually and in the aggregate, are not material and do not prejudice Parent's rights under this Agreement), (vi) the Company has concurrently with such termination previously paid Parent a termination the fee of $2,500,000due under Section 6.07, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c).

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination ; provided, however, that after the appointment of this Agreement prior Sub's designees to the Effective Time shall not require Company Board pursuant to Section 6.09, the approval of the stockholders a majority of the CompanyIndependent Directors shall be required for the Company to (i) terminate this Agreement, (ii) exercise or waive any right of the Company under this Agreement, (iii) amend this Agreement in any manner adverse to the holders of Company Common Stock or (iv) extend the time for performance of any obligation of Parent or Sub under this Agreement. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Company Board has received a Company Takeover Proposal that is a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit its determination that such Company Takeover Proposal is a revised proposalSuperior Company Proposal, (iviii) at least five business days following receipt by Parent of the notice referred to in clause (iiiii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (iiiii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause (ii) aboveProposal, (viv) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination fee of $2,500,000, (viiv) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viiivi) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c). (c) for purposes of this Agreement:

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Sub or the Company, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company Board may make an Adverse Recommendation Change pursuant to Section 5.02(d) or the Company may terminate this Agreement pursuant to Section 8.01(d) only if 8.01(f), in each case, at a time prior to receipt of the Company Stockholder Shareholder Approval only if: (i1) the Company Board has received a Superior Company Proposal, ; (ii2) in light of such Superior Company Proposal a majority of the directors of the Company Board shall have determined in good faith, faith after consultation with outside counsel, that it is necessary for the failure of the Company Board to withdraw or modify its approval or recommendation make an Adverse Recommendation Change would be inconsistent with the exercise of this Agreement or the Merger in order to comply with its fiduciary duty duties under applicable LawLaw (any such determination, a “Superior Proposal Determination”); (iii3) the Company has notified Parent in writing that it has made a Superior Proposal Determination (any such notice, a “Superior Proposal Notice”) and provided Parent a copy of the determinations described document and/or agreement providing for the Superior Company Proposal (including any other documents or agreements referred to in clause or entered into in connection with the Superior Company Proposal relating thereto); (ii) above and has given Parent an opportunity to submit a revised proposal, (iv4) at least five business days following receipt by Parent of the notice referred to in clause Superior Proposal Notice (iii) abovesuch time period, the “Notice Period”), and taking into account any revised proposal (including any proposal to amend the terms of the Transactions or this Agreement) made by Parent since receipt of the notice referred to in clause (iii) aboveSuperior Proposal Notice, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company Board has again made the determinations referred to in clause a Superior Proposal Determination; (ii) above, (v5) the Company is in compliance compliance, in all material respects, with Section 5.02; (6) in the case of a termination by the Company of this Agreement pursuant to Section 8.01(f), (vi) the Company has concurrently with such termination previously paid Parent the Termination Fee due under Section 6.07; (7) in the case of a termination fee by the Company of $2,500,000this Agreement pursuant to Section 8.01(f), (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal Proposal; and (viii) 8) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c) or Section 8.01(d)(ii)(A). The Company acknowledges and agrees that each successive modification to the financial terms or other material terms of a Company Takeover Proposal that is determined to be a Superior Company Proposal shall be deemed to constitute a new Superior Company Proposal for purposes of this Section 8.05(b) and shall trigger a new Notice Period.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Acquisition Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company. (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(e) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal, (ii) in light of such Superior Company Proposal a majority of the directors of the Company shall have determined in good faith, after consultation with outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger in order to comply with its fiduciary duty under applicable Law, (iii) the Company has notified Parent in writing of the determinations described in clause (ii) above and has given Parent an opportunity to submit a revised proposalabove, (iv) at least five ten (10) business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised written proposal made by Parent since receipt of the notice referred to in clause (iii) above, such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination pays the fee of $2,500,000due under Section 6.06, (vii) the Company Board concurrently approves, and the Company concurrently enters into, a definitive agreement providing for the implementation of such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.

Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require require, in the case of Parent, Acquisition Holdings, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company.; provided, however, that after the election or appointment of Merger Sub’s designees to the Company Board pursuant to Section 6.10 and prior to the Effective Time, the approval of a majority of the Independent Directors shall be required for the Company to (i) amend or terminate this Agreement, (ii) exercise or waive any right of the Company under this Agreement or (iii) extend the time for performance of any obligation of Parent, Holdings or Merger Sub under this Agreement. Table of Contents (b) The Company may terminate this Agreement pursuant to Section 8.01(d8.01(f) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company ProposalProposal that was not solicited by the Company, any Company Subsidiary or any of their respective Representatives and that did not otherwise result from a breach of Section 5.04, (ii) in light as a result of such Superior Company Proposal a majority of the directors of Proposal, the Company Board shall have determined determined, in good faith, after consultation with based on the advice of outside counsel, that it is necessary for the Company Board to withdraw or modify its approval or recommendation of this Agreement or the Merger make an Adverse Recommendation Change in order to comply with its their fiduciary duty under applicable Lawobligations, (iii) the Company has notified provided Parent in writing of with written notice that the determinations described in clause (ii) above and has given Parent an opportunity Company Board intends to submit a revised proposalterminate this Agreement pursuant to Section 8.01(f), (iv) the Company has provided Parent with a Notice of Recommendation Change, (v) the Company has negotiated in good faith (including by complying with its obligations under the last sentence of Section 5.04(b)) with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least five business days following receipt by Parent of the notice referred to in clause such Notice of Recommendation Change, (iiivi) above, and taking into account any revised proposal made changes to the terms of this Agreement proposed by Parent since receipt of to the notice referred to in clause (iii) aboveCompany, the Company Board has determined that such Superior Company Proposal remains a Superior Company Proposal and a majority of the directors of the Company has again made the determinations referred to in clause (ii) above, (v) the Company is in compliance with Section 5.02, (vi) the Company has concurrently with such termination paid Parent a termination fee of $2,500,000, (vii) the Company Board (A) has paid, or simultaneously with the termination of this Agreement pays, the fee due under Section 6.07 that is payable if this Agreement is terminated pursuant to Section 8.01(f) and (B) concurrently approveswith the termination of this Agreement, and the Company concurrently enters into, into a definitive agreement providing for the implementation of with respect to such Superior Company Proposal and (viii) Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c)Proposal.