Common use of Termination by Either Parent or Company Clause in Contracts

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub or Company (or, in the case of Company, the Special Committee) if: (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement shall not have been obtained; (i) the Effective Time shall not have occurred by May 6, 2010 (the “Termination Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.2(b) shall not have breached in any material respect its covenants or obligations under this Agreement in any manner that has been a proximate cause of the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining, permanently enjoining or otherwise permanently prohibiting the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removed, repealed or overturned; provided, that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to any party that has breached its covenants or obligations under this Agreement in any manner.

Termination by Either Parent or Company. This Agreement may be terminated and the Merger and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Companyabandoned, by duly authorized action of the Board of Directors of Parent, Merger Sub either Parent or Company (or, in the case of Company, the Special Committee) if: if (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Offer Completion Date shall not have been obtained; occurred by June 30, 1999 (ithe "OUTSIDE DATE") or if the Offer Completion Date occurs but the Effective Time shall not have occurred by May 6February 10, 2010 2000 (the “Termination Date”) and (ii) the "DROP-DEAD DATE"), provided, that no party seeking to may terminate this Agreement pursuant to this Section 7.2(b7.2(a) shall not have breached in if such party's failure to fulfill any material respect of its covenants or obligations under this Agreement in any manner shall have been the reason that has been a proximate cause of the failure to consummate Offer Completion Date or the Merger Effective Time, as the case may be, shall not have occurred on or before such the applicable date; or , (cb) any Order Governmental Entity shall have issued a Restraint or taken any other action permanently restrainingenjoining, permanently enjoining restraining or otherwise permanently prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and such Restraint or other action shall have become final and non-appealable after nonappealable, or (c) the parties have used their reasonable best efforts to have such Order removed, repealed Offer expires or overturned; provided, that the right to terminate this Agreement is terminated or withdrawn pursuant to this Section 7.2(c) shall not its terms without any Shares being purchased thereunder by Purchaser as a result of the failure of any of the Offer Conditions to be available satisfied or waived prior to the Expiration Date or any party that has breached its covenants or obligations under this Agreement in any mannerextension thereof.

Termination by Either Parent or Company. This Agreement may --------------------------------------- be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub either Parent or the Company (or, in the case of Company, the Special Committee) if: if (a) the Company Meeting Merger shall not have been consummated by March 31, 1996, which date will be automatically extended by that amount of time that is reasonably required by the SEC or other Governmental Entities (after any permitted postponement whether domestic or adjournments thereofforeign) shall have concluded and to review filings, which date will be no later than April 30, 1996; subject to further extension if necessary to allow 30 days to pass from the date the Company Requisite Vote receives an Alternative Proposal (the "Outside Date") (b) the approval of the Company's stockholders required by Section 7.1(a) is not obtained at the Stockholders' Meeting or at any adjournment thereof or by written consent, or (c) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission issues an order, decree or ruling or takes any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall not have been obtained; (i) the Effective Time shall not have occurred by May 6and such order, 2010 (the “Termination Date”) decree, ruling or other action becomes final and (ii) non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.2(bclause (c) shall has used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to the foregoing, that the terminating party has not have breached in any material respect its covenants or obligations under this Agreement in any manner that has been a proximate cause of proximately contributes to the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining, permanently enjoining or otherwise permanently prohibiting by the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removed, repealed or overturned; provided, that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to any party that has breached its covenants or obligations under this Agreement in any mannerOutside Date.

Termination by Either Parent or Company. This Agreement may be terminated by the Parent or the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub or Company (or, in the case of Company, the Special Committee) ifTime as follows: (a) whether or not the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement shall not have Shareholder Approval has been obtained; (i) , if the Effective Time shall not have occurred by May 6on or prior to December 31, 2010 2003 (the “Termination "Deadline Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.2(b) shall not have breached in any material respect its covenants or obligations under this Agreement in any manner that has been a proximate cause of the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining"), permanently enjoining or otherwise permanently prohibiting the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removedprovided, repealed or overturned; providedhowever, that the right to terminate this Agreement pursuant to under this Section 7.2(c8.2(a) shall not be available to any party that has breached its covenants or obligations whose failure to fulfill any obligation under this Agreement shall have principally caused, or resulted in, the failure of the Merger to be consummated on or prior to such date; (b) whether or not the Company Shareholder Approval has been obtained, if a Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose actions, or failure to act, principally caused, or resulted in, directly or indirectly, the Governmental Authority issuing a nonappealable final order, decree or ruling or taken any other nonappealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; (c) if the Shareholders Meeting has been held and the Company Shareholder Approval shall not have been obtained; or (d) if, prior to the receipt of Company Shareholder Approval, (x) a Change in the Company Recommendation shall have occurred or (y), the board of directors of the Company, has publicly announced or has provided written notice to the Parent that the Company's board of directors has approved a binding agreement for a Superior Transaction; provided, that the Company may not terminate this Agreement and abandon the Merger pursuant to this Section 8.2(d) unless: (i) the Company shall have complied with Section 6.1 and Section 6.3 in all respects; and (ii) the Company shall have (1) notified the Parent in writing, at least two (2) Business Days prior to the vote of the Company's board of directors to approve a Change in the Company Recommendation or a Superior Transaction, of the Company's receipt of a proposal for such Superior Transaction, and that the Company intends to make a Change in the Company Recommendation or enter into a binding written agreement with respect to such Superior Transaction subject to Section 8.2(d)(iii) below and (2) provided to the Parent, together with the notice set forth in the immediately preceding clause, a copy of the current written version of such Superior Transaction (or if there is no written version, a summary of all material terms and conditions of such Superior Transaction), subject to any mannerrelated confidentiality agreement existing on the date hereof that, in the opinion of counsel to the Company, is binding on the Company and precludes such disclosure; and (iii) the Parent does not make, within two (2) Business Days after receipt of the Company's written notice pursuant to Section 8.2(d)(ii) above, an offer that the board of directors of the Company shall have concluded in good faith (following consultation with its financial advisors and outside legal counsel) is at least as favorable, considering all relevant terms, to the Company shareholders as such Superior Transaction; and (iv) the Company shall, contemporaneously with making such Change in the Company Recommendation or entering into such Superior Transaction, terminate this Agreement by delivery of notice of such termination to Parent, (x) concurrently pay to Parent such amounts and take such actions as specified in Sections 8.7(a)(i) and 8.7(a)(ii), and (y) shall deliver to the Parent a written undertaking to pay the amount specified in Sections 8.7(a)(iii) as required by and pursuant to the terms of Sections 8.7(a)(iii) upon the consummation of such Superior Transaction.

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger Time by the stockholders of Company, by duly authorized action of the Board of Directors of either Parent or Company, upon written notice to Company or Parent, Merger Sub or Company (oras applicable, in the case of Company, the Special Committee) if: (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Merger shall not have been obtained; (i) the Effective Time shall not have occurred consummated by May 6November 30, 2010 2007 (the “Termination Date”) and (ii) ), whether such date is before or after the party seeking to terminate date of the adoption of this Agreement pursuant to this Section 7.2(b) shall not have breached in any material respect its covenants by the Company Stockholders or obligations under this Agreement in any manner that has been a proximate cause of the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining, permanently enjoining or otherwise permanently prohibiting the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removed, repealed or overturnedParent Stockholders; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(c7.2(a) shall not be available to any party that has breached its covenants or obligations under whose breach of any provision of this Agreement results in the failure of the Merger to be consummated by the Termination Date; (b) the Company Stockholders fail to adopt this Agreement because of the failure to obtain the Company Stockholders’ Approval at the Company Stockholder Meeting; (c) the Parent Proposal shall not have been approved because of the failure to obtain the Parent Required Vote at the Parent Stockholder Meeting; or (d) any mannerGovernmental Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Merger and such order, decree or ruling or other action shall have become final and nonappealable; provided, that the parties hereto shall have used their commercially reasonable efforts to have any such order, decree or ruling or other action vacated or reversed.

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub either Parent or Company (or, in the case of Company, whether or not the Special Committee) if: Company Stockholder Approval or the Parent Stockholder Approval has been obtained, if (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Offer Completion Date shall not have been obtained; occurred on or before February 15, 2000 (i) the "Outside Date"); provided, however, that the Outside Date shall be extended until March 31, 2000 in the event that the Effective Time shall not have occurred by May 6prior to February 15, 2010 2000 (x) due to the “Termination Date”failure of the Offer Condition set forth in clause (b) of Annex A or (y) because at least 90% of the Voting Securities, calculated on a fully diluted basis, had not been validly tendered and (ii) not withdrawn in the Offer; provided, further, that no party seeking to may terminate this Agreement pursuant to this Section 7.2(b7.2(a) shall not have breached in if such party's failure to fulfill any material respect of its covenants or obligations under this Agreement in any manner shall have been the reason that has been a proximate cause of the failure to consummate the Merger Offer Completion Date shall not have occurred on or before such said date; or , (cb) any Order Governmental Entity shall have issued a Restraint or taken any other action permanently restrainingenjoining, permanently enjoining restraining or otherwise permanently prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and such Restraint or other action shall have become final and non-appealable after nonappealable, or (c) the parties have used their reasonable best efforts Offer expires or is terminated or withdrawn pursuant to have such Order removedits terms without any Shares being purchased thereunder by Purchaser as a result of the failure of any of the Offer Conditions to be satisfied or waived prior to the Expiration Date or any extension thereof, repealed or overturned; provided, that the right to terminate this Agreement pursuant to this any termination described in Section 7.2(a) or 7.2(c) shall will not be available effective unless and until (i) the Company shall have paid to Purchaser any party that has breached its covenants or obligations under this Agreement in applicable Company Termination Fee, if required by Section 7.5(b) and (ii) the Purchaser shall have paid to the Company any mannerapplicable Parent Termination Fee, if required by Section 7.5(c).

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before Time by either Parent or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub or Company (or, in the case of Company, the Special Committee) if: (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Merger shall not have been obtained; consummated by 11:59 p.m. (iEastern Standard time) the Effective Time shall not have occurred by on May 61, 2010 2024, (the “Termination Date”); provided that if on the Termination Date any of the conditions set forth in Section 6.1(e) are not satisfied, either Parent or the Company may, upon written notice to the other Party, extent the Termination Date on one or more occasions, for additional periods of up to 30 days per extension or such longer period as may be agreed by Parent or the Company (and (ii) in the party seeking case of any such extension, any reference to terminate the Termination Date in this Agreement pursuant shall be a reference to this Section 7.2(b) shall not have breached in any material respect its covenants or obligations under this Agreement in any manner that has been a proximate cause of the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining, permanently enjoining or otherwise permanently prohibiting the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removed, repealed or overturnedTermination Date as so extended); provided, however, that in no event shall either Parent or the Company be permitted to extent the Termination Date beyond October 4, 2024; provided, further, that the right to terminate this Agreement pursuant under this Section 7.2(a) shall not be available to any Party if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated by the Termination Date; (b) the Company Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, in each case at which a vote upon the adoption of this Agreement was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to the Company if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Company Stockholder Approval; (c) the Parent Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, in each case at which a vote upon the Parent Charter Amendment was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to Parent if its material breach of any party that has breached its covenants or obligations under provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Parent Stockholder Approval; or (d) if the condition set forth in any mannerSection 6.1(b) is not satisfied and the Legal Restraint giving rise to such non-satisfaction shall have become final and non-appealable; provided that the terminating Party shall have complied with its obligations pursuant to Section 5.6.

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub or Company (or, in the case of Company, the Special Committee) if: (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement shall not have been obtained; (b) (i) the Effective Time shall not have occurred by May 6February 3, 2010 2009 (the “Termination Date”) and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.2(b) shall not have breached in any material respect its covenants or obligations under this Agreement in any manner that has been a proximate cause of the failure to consummate the Merger on or before such date; or (c) any Order permanently restraining, permanently enjoining or otherwise permanently prohibiting the consummation of the Merger shall become final and non-appealable after the parties have used their reasonable best efforts to have such Order removed, repealed or overturned; provided, provided that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to any party that has breached its covenants or obligations under this Agreement in any manner.

Termination by Either Parent or Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by duly authorized action of the Board of Directors of Parent, Merger Sub either Parent or Company (or, in the case of Company, whether or not the Special Committee) if: Company Stockholder Approval or the Parent Stockholder Approval has been obtained, if (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Offer Completion Date shall not have been obtained; occurred on or before February 15, 2000 (i) the "OUTSIDE DATE"); PROVIDED, HOWEVER, that the Outside Date shall be extended until March 31, 2000 in the event that the Effective Time shall not have occurred by May 6prior to February 15, 2010 2000 (x) due to the “Termination Date”failure of the Offer Condition set forth in clause (b) of Annex A or (y) because at least 90% of the Voting Securities, calculated on a fully diluted basis, had not been validly tendered and (ii) not withdrawn in the Offer; PROVIDED, FURTHER, that no party seeking to may terminate this Agreement pursuant to this Section 7.2(b7.2(a) shall not have breached in if such party's failure to fulfill any material respect of its covenants or obligations under this Agreement in any manner shall have been the reason that has been a proximate cause of the failure to consummate the Merger Offer Completion Date shall not have occurred on or before such said date; or , (cb) any Order Governmental Entity shall have issued a Restraint or taken any other action permanently restrainingenjoining, permanently enjoining restraining or otherwise permanently prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and such Restraint or other action shall have become final and non-appealable after nonappealable, or (c) the parties have used their reasonable best efforts Offer expires or is terminated or withdrawn pursuant to have such Order removedits terms without any Shares being purchased thereunder by Purchaser as a result of the failure of any of the Offer Conditions to be satisfied or waived prior to the Expiration Date or any extension thereof, repealed or overturned; providedPROVIDED, that the right to terminate this Agreement pursuant to this any termination described in Section 7.2(a) or 7.2(c) shall will not be available effective unless and until (i) the Company shall have paid to Purchaser any party that has breached its covenants or obligations under this Agreement in applicable Company Termination Fee, if required by Section 7.5(b) and (ii) the Purchaser shall have paid to the Company any mannerapplicable Parent Termination Fee, if required by Section 7.5(c).

Termination by Either Parent or Company. This Agreement may be terminated and the Merger and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Companyabandoned, by duly authorized action of the Board of Directors of Parent, Merger Sub either Parent or Company (or, in the case of Company, the Special Committee) if: if (a) the Company Meeting (after any permitted postponement or adjournments thereof) shall have concluded and the Company Requisite Vote contemplated by this Agreement Offer Completion Date shall not have been obtained; occurred by June 30, 1999 (ithe "Outside Date") or if the Offer Completion Date occurs but the Effective Time shall not have occurred by May 6February 10, 2010 2000 (the “Termination "Drop-Dead Date”) and (ii) the "), provided, that no party seeking to may terminate this Agreement pursuant to this Section 7.2(b7.2(a) shall not have breached in if such party's failure to fulfill any material respect of its covenants or obligations under this Agreement in any manner shall have been the reason that has been a proximate cause of the failure to consummate Offer Completion Date or the Merger Effective Time, as the case may be, shall not have occurred on or before such the applicable date; or , (cb) any Order Governmental Entity shall have issued a Restraint or taken any other action permanently restrainingenjoining, permanently enjoining restraining or otherwise permanently prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and such Restraint or other action shall have become final and non-appealable after nonappealable, or (c) the parties have used their reasonable best efforts to have such Order removed, repealed Offer expires or overturned; provided, that the right to terminate this Agreement is terminated or withdrawn pursuant to this Section 7.2(c) shall not its terms without any Shares being purchased thereunder by Purchaser as a result of the failure of any of the Offer Conditions to be available satisfied or waived prior to the Expiration Date or any party that has breached its covenants or obligations under this Agreement in any mannerextension thereof.