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 Merger may be abandoned at any time prior to the Effective Time by action of the either the Company Board or the Buyer Board if: (a) the Merger shall not have been consummated by March 31, 2000, whether such date is before or after the date of the Shareholder Approval (the "Termination Date"); provided, however, that if (i) the condition set forth in Section 6.2(c) or any condition with respect to any requisite approval of any Governmental Authority has not been fulfilled or waived prior to March 31, 2000 and remains reasonably capable of satisfaction, (ii) the Company Shareholder Meeting has not been held prior to Marcx 00, 0000 xx (xxx) xxx Company Board and the Buyer Board mutually agree, the Termination Date shall be automatically extended to June 15, 2000; (b) the Shareholder Approval shall not have been obtained at the Company Shareholder Meeting or at any adjournment or postponement thereof; or (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Shareholder Approval); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2 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 proximately contributed to the occurrence of the failure of the Merger to be consummated.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Buyer or the Company Board or the Buyer Board if: if (ai) the Merger shall not have been consummated by March 31February 1, 2000, whether such date is before or after the date of approval by the Shareholder Approval stockholders of the Company; provided, however, that if either party determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Governmental Entity, the Termination may be extended by such party to a date not beyond May 1, 2000 (the "Termination Date"); provided, however, that if (i) the condition set forth in Section 6.2(c) or any condition with respect to any requisite approval of any Governmental Authority has not been fulfilled or waived prior to March 31, 2000 and remains reasonably capable of satisfaction, (ii) the Company Shareholder Meeting has not been held prior to Marcx 00, 0000 xx (xxx) xxx Company Board and approval of the Buyer Board mutually agree, the Termination Date shall be automatically extended to June 15, 2000; (b) the Shareholder Approval Company's stockholders required by Section 5.2 hereof shall not have been obtained at the Company Shareholder Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or thereof or (ciii) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Shareholder Approval)be a Final Order; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any Party party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Buyer or the Company Board or the Buyer Board if: (a) the Merger shall not have been consummated by March December 31, 20001999, whether such date is before or after the date of the Shareholder Approval (the "Termination Date"); provided, however, that if (i) the any condition of Closing set forth in Section 6.2(c) or any condition with respect to any requisite approval 6.1 that remains reasonably capable of any Governmental Authority satisfaction has not been fulfilled or waived prior to March December 31, 2000 and remains reasonably capable of satisfaction, (ii) the Company Shareholder Meeting has not been held prior to Marcx 00, 0000 xx (xxx) xxx Company Board and the Buyer Board mutually agree1999, the Termination Date shall be automatically extended to June 15February 28, 2000; (b) the Shareholder Approval shall not have been obtained at the Company Shareholder Meeting or at any adjournment or postponement thereof; or (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Shareholder Approval); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any Party party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated.

Termination by Either Buyer or the Company. This Agreement may be terminated and by either Buyer or the Merger may be abandoned Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by action the stockholders of the either the Company Board or the Buyer Board if:Company): (a) if the Merger shall not have been consummated by March 31, 2000, whether such date is before or after the date of the Shareholder Approval (the "Termination Date"); provided, however, that if (i) the condition set forth in Section 6.2(c) or any condition with respect to any requisite approval of any Governmental Authority has not been fulfilled consummated on or waived prior to March 31before October 25, 2000 and remains reasonably capable of satisfaction, 2017 (ii) the Company Shareholder Meeting has not been held prior to Marcx 00, 0000 xx (xxx) xxx Company Board and the Buyer Board mutually agree, the Termination Date shall be automatically extended to June 15, 2000; (b) the Shareholder Approval shall not have been obtained at the Company Shareholder Meeting or at any adjournment or postponement thereof; or (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Shareholder Approval“End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2 7.02(a) shall not be available to any Party that has breached party whose breach of any representation, warranty, covenant or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the occurrence of cause of, or resulted in, the failure of the Merger to be consummatedconsummated on or before the End Date; (b) if any 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 Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; 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 cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Company Requisite Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof).