Common use of Termination by Company or Parent Clause in Contracts

Termination by Company or Parent. This Agreement may be terminated: (a) at any time prior to the Effective Time, whether before or after Stockholder Approval, by mutual written consent of the Parties by action of their respective boards of directors (or committees of the respective boards of directors delegated with such authority); (b) by either Company or Parent, if the Merger shall not have been consummated by the Outside Date; provided, that such Outside Date may, at Company's option, be extended at one or more times to a date which is up to an additional ninety (90) days from the Outside Date in the event all conditions to effect the Merger other than those set forth in Sections 6.1(c) and 6.2(c) (the "Extension Conditions") have been or are capable of being satisfied at the time of such extension and the Extension Conditions have been or are reasonably capable of being satisfied on or prior to the date which is an additional ninety (90) days from the Outside Date; provided, further, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to occur on or before such date; or (c) by either the Company or Parent, if any Governmental Authority shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties shall have used their reasonable efforts to resist, resolve or lift, as applicable), permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable, provided, however, that neither Company nor Parent may terminate this Agreement pursuant to this Section 8.1(c) unless the Party seeking to terminate this Agreement has used its best efforts to oppose any such governmental order or decision or to have such order or decision vacated or made inapplicable to the Merger contemplated by this Agreement.

Termination by Company or Parent. This Agreement may be terminated: (a) at any time prior to the Effective Time, whether before or after Stockholder Shareholder Approval, by mutual written consent of the Parties authorized by action of their respective boards of directors (or by committees of the their respective boards of directors delegated with such authority); (b) by either the Company or Parent, if the Merger shall not have been consummated by the Outside Date; provided, that such Outside Date may, at Company's option, be extended at one or more times to a date which is up to an additional ninety (90) days from the Outside Date in the event all conditions to effect the Merger other than those set forth in Sections 6.1(c) and 6.2(c) (the "Extension Conditions") have been or are capable of being satisfied at the time of such extension and the Extension Conditions have been or are reasonably capable of being satisfied on or prior to the date which is an additional ninety (90) days from the Outside Date; provided, further, that but the right to terminate this Agreement under this Section 8.1(b9.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, of or resulted in, in the failure of the Merger to occur on or before such date; or); (c) by either the Company or Parent, if any Governmental Authority shall have has issued an orderOrder, decree or ruling or taken any other action (which order, decree, ruling or other action the parties shall have used their reasonable efforts to resist, resolve or lift, as applicable)action, permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such orderthe Order, decree, ruling or other action shall have has become final and nonappealable, provided, however, that nonappealable (but neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.1(c9.1(c) unless the Party seeking to terminate this Agreement has used its reasonable best efforts to oppose any such governmental order or decision or to have such order or decision vacated or made inapplicable to the Merger contemplated by this Agreement); (d) By the Company if there has been a material breach of any representation, warranty, covenant or agreement on the part of Parent or MergerSub set forth in this Agreement, or by Parent if there has been a material breach of any representation, warranty, covenant or agreement on the part of the Company, which breach has not been cured within 15 Business Days following receipt by the breaching party of written notice of such breach; or (e) By the Company if one or more of the Company Closing Conditions are not satisfied or capable of being satisfied on or before the Outside Date as a result of Parent's or MergerSub's failure to comply with their respective obligations under this Agreement, or by Parent if one or more Parent Closing Conditions are not satisfied or capable of being satisfied on or before the Outside Date as a result of the Company's failure to comply with its obligations under this Agreement.