Common use of Termination by Either Buyer or the Company Clause in Contracts

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by action of the board of directors of either Buyer or the Company if (i) the Transactions shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have contributed to the occurrence of the failure of the Transactions to be consummated.

Termination by Either Buyer or the Company. This Agreement may be terminated and by either Buyer or the Transactions may be abandoned Company at any time prior to the Closing by action of the board of directors of either Buyer or the Company if Date (i) the Transactions shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting notwithstanding receipt of the Company stockholders duly convened therefor Shareholder Approval): (a) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or at entered any adjournment Law or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL andGovernmental Order making illegal, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Transactions Transaction or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to clause (ithis Section 7.02(a) above shall not be available to any party that has breached whose breach of any representation, warranty, covenant or agreement set forth in any material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Governmental Order; or (b) if the condition to Closing set forth in any manner that shall have contributed Section 6.01(b) is not reasonably capable of being satisfied or on or prior to the occurrence End Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the failure of the Transactions to be consummatedcause of, or resulted in, such failure.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions transactions contemplated by this Agreement may be abandoned at any time prior to the Closing Effective Time by action of the board Board of directors Directors of either Buyer or the Company if (ia) the Transactions Offer Closing shall not have been consummated by October December 31, 2001 2011 (the "“Termination Date"”), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at for any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealablereason; provided that the right to terminate this Agreement pursuant to clause (iSection 8.2(a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have contributed to be the occurrence principal cause of the failure of the Transactions Offer Closing to be consummated, or (b) any Legal Restraint (other than a temporary restraining order) permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; or (c) any Legal Restraint that has the effect of delaying the consummation of the Offer beyond the Termination Date shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to any party which is then in breach of Section 6.4 of this Agreement and such breach has been the principal cause of such Legal Restraint being or remaining in effect.

Termination by Either Buyer or the Company. This Agreement and the Offer may be terminated and the Transactions Offer may be abandoned at any time prior to the Closing by action of the board of directors of either Buyer or the Company if if: (i) the Transactions conditions to the Offer set forth in Exhibit A shall have not have been consummated satisfied by October 3111, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, 1997; (ii) the Company a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall not have obtained the Company Requisite Vote upon a vote issued an order, decree or ruling or taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided provided, however, that the right party seeking to terminate this Agreement pursuant to this clause (iii) above shall not be available to any party that has breached in any material respect its obligations under have used all efforts required by this Agreement in to remove such injunction, order or decree; (iii) if there shall be any manner Law that makes consummation of the Offer illegal or prohibited; (iv) by mutual agreement of the Company and Buyer; or (v) the Purchase Agreement shall have contributed terminated pursuant to the occurrence of the failure of the Transactions to be consummatedSection 7.1 or 7.2 thereof.

Termination by Either Buyer or the Company. This Agreement may be terminated terminated, and the Transactions transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the Closing (notwithstanding any approval of this Agreement by action the shareholders of the board of directors of Company) by either Buyer or the Company Majority Shareholder and the Company: (a) if (i) the Transactions Closing shall not have been consummated by October 31occurred on or before the Outside Date; provided, 2001 (the "Termination Date")however, whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (ithis Section 8.02(a) above shall not be available to Buyer, on the one hand, or the Majority Shareholder and the Company, on the other hand, if such party’s breach of any party that has breached representation, warranty, covenant or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have contributed to has been the occurrence of cause of, or resulted in, the failure of the Transactions Closing to be consummatedhave occurred on or before the Outside Date; or (b) if any Regulatory Authority or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Minority Offer or the other transactions contemplated hereby, and such Law or Order shall have become final and non-appealable.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions Merger may be abandoned at any time prior to the Closing by action of either the board of directors of either Buyer Company or the Company Buyer if (ia) the Transactions Merger shall not have been consummated by October 31August 30, 2001 (the "Termination Final Date"), whether ) or (b) either (i) a meeting of the Company's shareholders shall have been duly convened and held and the Company Shareholder Approval required by Section 8.1(a) shall not have been obtained at such date is before meeting or after the adoption of this Agreement by holders of Company Shares, at any adjournment thereof or (ii) the Company Shareholder Approval shall not have been obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant by two days prior to the DGCL and, to the extent applicable, the federal proxy rulessuch Final Date, or (iiic) a United States federal or state court of competent jurisdiction or United States Governmental Entity shall have issued an order, decree or ruling or taken any Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided , provided, that the right party seeking to terminate this Agreement pursuant to this clause (ic) above shall have used all reasonable efforts to remove such order, decree, ruling or injunction; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have contributed to the occurrence of the failure of the Transactions to be consummatedAgreement.

Termination by Either Buyer or the Company. This Agreement may be terminated and by either Buyer or the Transactions may be abandoned Company at any time prior to the applicable Closing by action of the board of directors of either Buyer or the Company if Date (i) the Transactions shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting notwithstanding receipt of the Company stockholders duly convened therefor Shareholder Approval): (a) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or at entered any adjournment Law or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL andGovernmental Order making illegal, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Transactions Transaction or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to clause (ithis Section 7.02(c) above shall not be available to any party that has breached whose breach of any representation, warranty, covenant or agreement set forth in any material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Governmental Order; or (b) if the condition to Closing set forth in any manner that shall have contributed Section 6.01(b) is not reasonably capable of being satisfied or on or prior to the occurrence End Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(e) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the failure of the Transactions to be consummatedcause of, or resulted in, such failure.