Common use of Termination by Acquiror Clause in Contracts

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), (iv) (A) the Board of Directors of the Company withdraws its recommendation of this Agreement, fails to make such recommendation or modifies or qualifies its recommendation in a manner adverse to Acquiror, (B) the Board of Directors of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a Competing Transaction or approves or recommends a competing transaction, (C) the Company shall have entered into any agreement with respect to any Competing Transaction or (D) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).

Termination by Acquiror. This Agreement may be ----------------------- terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iiiii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), or (iviii) (A) the Board of Directors of the Company withdraws shall withdraw, modify or change its recommendation of this Agreement, fails to make such recommendation Agreement or modifies or qualifies its recommendation the Merger in a manner adverse to Acquiror, (B) or shall have approved or recommended to the Board of Directors stockholders of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a any Competing Transaction or approves or recommends a competing transaction, (CB) the Company shall have entered into any agreement with respect to any Competing Transaction or (DC) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders stockholders of Sharesthe Company referred to in Section 7.01(a), by action of the Board board of Directors directors of Acquiror, Acquiror by written notice to the Company: (a) if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i)(A) the board of directors of the Company shall have effected a Change of Recommendation, (iiB) the Company shall have failed to comply in any material respect with any take a vote of stockholders on the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or Merger prior to such date the Termination Date, (C) at any time after the end of termination, which failure to comply has not been cured within fifteen ten business days following receipt by of a written Acquisition Proposal, the Company board of notice directors shall have failed to reaffirm its approval or recommendation of such failure this Agreement and the Merger as promptly as reasonably practicable (but in any event within five business days) after receipt of any written request to complydo so from Acquiror, (iiiD) any representation a tender offer or warranty exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other than by Acquiror or an Affiliate of Acquiror) and the Company board recommends that the stockholders of the Company contained tender their shares in the Agreement shall not be true in all material respects when made (provided such breach has not been cured tender or exchange offer or, within fifteen ten business days following receipt by after the commencement of such tender or exchange offer, the Company board of notice directors fails to recommend against acceptance of the breachsuch offer as promptly as reasonably practicable (but in any event within five business days) after receipt of any written request to do so from Acquiror, or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), (iv) (A) the Board of Directors of the Company withdraws its recommendation of this Agreement, fails to make such recommendation or modifies or qualifies its recommendation in a manner adverse to Acquiror, (B) the Board of Directors of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a Competing Transaction or approves or recommends a competing transaction, (CE) the Company shall have entered into any agreement with respect to any Competing Transaction willfully and materially breached its obligations made under Section 6.02 or (D) the Board of Directors of the Company shall resolve to do any of the foregoing6.04, or (vii) there has been a breach of any representation, warranty, covenant or agreement made by the Merger Company in this Agreement, or any such representation and warranty shall have been voted on become untrue after the date of this Agreement, such that Section 7.02(a) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by stockholders of Acquiror to the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b)Company.

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iiiii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a))) , or (iviii) (A) the Board of Directors of the Company withdraws shall withdraw, modify or change its recommendation of this Agreement, fails to make such recommendation Agreement or modifies or qualifies its recommendation the Merger in a manner adverse to Acquiror, (B) or shall have approved or recommended to the Board of Directors stockholders of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a any Competing Transaction or approves or recommends a competing transaction, (CB) the Company shall have entered into any agreement with respect to any Competing Transaction or (DC) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders the stockholders of SharesAcquiror referred to in Section 7.1(a), by action of the Board board of Directors directors of Acquiror, : (a) if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i)(A) the board of directors of the Company shall have made a Change of Recommendation, (iiB) the Company shall have failed to comply in any material respect with any take a vote of stockholders on the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or Merger prior to such date the Termination Date or (C) at any time after the end of termination, which failure to comply has not been cured within fifteen ten business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five business days) after receipt of any written request to do so from Acquiror, or (D) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other than by Acquiror or an Affiliate of Acquiror) and the Company board recommends that the stockholders of the Company tender their shares in such tender or exchange offer or, within ten business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend against acceptance of such offer, or (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company of notice of in this Agreement, or any such failure to comply, (iii) any representation or and warranty of shall have become untrue after the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), (iv) (A) the Board of Directors of the Company withdraws its recommendation date of this Agreement, fails such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Acquiror to make such recommendation or modifies or qualifies its recommendation in a manner adverse to Acquiror, (B) the Board of Directors of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a Competing Transaction or approves or recommends a competing transaction, (C) the Company shall have entered into any agreement with respect to any Competing Transaction or (D) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b)Company.