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

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) at any time after 12:01 a.m. Eastern Time if the Mergers have not been consummated on February 29or before April 30, 2024 2020 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Mergers to be consummated 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 Mergers 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 enforcement, or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure of Company for adoption at a duly convened Company Stockholders Meeting and the Acceptance Time to occur by Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the Outside Datefinal adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon if: (a) the Merger shall not have been consummated by July 29, 2015 whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that if on July 29, 2015 (i) the condition set forth in Section 7.1(b) is not satisfied but all of the other conditions to Closing shall have been satisfied or waived (other than Section 7.2(c) or those conditions that by their nature are to be satisfied at the Closing) and the condition set forth in Section 7.1(b) remains capable of being satisfied and (ii) no final and non-appealable order or any Merger Law imposed by any Governmental Entity shall be in effect as of such date of determination that constitutes a Burdensome Condition, then the Termination Date may be extended until October 29, 2015 at the election of Parent or the Company by written notice to the other party: party (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (and such date shall then be the “Outside Termination Date”) if ). Notwithstanding the Acceptance Time foregoing, the Company shall not have occurred on the right to terminate this Agreement pursuant to this Section 8.2(a) if Parent has the right to terminate this Agreement pursuant to Section 8.4(a); (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger shall have become final and non-appealable (whether before or after the Outside Dateadoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(c) shall not be available to any party whose failure to this Agreement if the failure comply with any provision of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted inmaterially contributed to, either the issuance, promulgation, enforcement imposition of such Order or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time such Order to occur by the Outside Datebe resisted, resolved, lifted or vacated, as applicable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall this Merger Agreement has not have occurred been consummated on or before August 31, 2014 (the Outside "End Date"); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a7.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Merger to be consummated on or before the End Date. However, such break up provisions as set out within the binding letter of intent still remain valid as per its terms (The binding letter of intent dated July 22, 2014 and has been fully executed by both parties; (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 non-appealable; 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.; In the event Company has been the cause of such action it will be liable for break up provisions here in and within the binding letter of intent dated July 22, 2014 and has been duly executed by both parties; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure of Company for adoption at a duly convened Company Stockholders Meeting and the Acceptance Time to occur by the Outside DateRequisite Company Vote shall not have been obtained at such meeting.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after approval of the Acceptance Time Merger by the Required Company Vote, by written notice of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by December 31, 2024 2005 (the “Outside Date”) ); provided, however, that if the Acceptance Time conditions to the Closing set forth in Section 7.01(b) or 7.01(c) shall not have occurred on been fulfilled (and Section 8.02(c) is not applicable), but all of the other conditions to the Closing have been fulfilled or before are capable of being fulfilled, and either Parent or the Company determines that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Outside DateDate may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond March 31, 2006 if it in good faith believes such consent, registration, approval, permit or authorization can be obtained by such date; provided, further, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.02(a) until five (5) Business Days after the Company Stockholder Meeting occurs if the condition to the Closing set forth in Section 7.01(a) shall not have been fulfilled by the Outside Date due to the Company’s delay of the Company Stockholder Meeting beyond the Outside Date pursuant to Section 6.01(c), but all of the other conditions to the Closing have been fulfilled or are capable of being fulfilled (and Sections 8.02(b), 8.02(c) and 8.02(d) are not applicable); (b) upon a vote duly taken at the Company Stockholder Meeting (including any adjournment or postponement thereof) the Required Company Vote shall not have been obtained; (c) if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 8.02(c) shall have used its reasonable best efforts to contest and remove such order, decree, ruling or action and shall not be in violation of Section 6.03 or 6.04; or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action that is necessary to fulfill the conditions set forth in Section 7.01(b), as applicable, and such denial of a request to issue such order, decree, ruling or take such other action shall have become final and non-appealable; provided, that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.02 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon if (i) the Merger shall not have been consummated by August 15, 1998, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"); provided, however, that if either Parent or the Company determines that additional time is necessary in connection with obtaining any Governmental Consents, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party: party to a date not beyond December 15, 1998, (aii) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”approval of the Company's stockholders required by Section 7.1(a) if the Acceptance Time shall not have occurred on been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Dateapproval by the stockholders of the Company or Parent); provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions Mergers may be abandoned at any time before prior to the Acceptance First Effective Time by action of the Board of Directors of either Parent or the Company upon if (a) the Initial Merger shall not have been consummated by October 22, 2017 (as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided that if on such date any of the Required Governmental Consents shall not have been obtained, the Termination Date may be extended one or more times by the Company or Parent from time to time by written notice to the other party: party up to a date (aor dates) at any time after 12:01 a.m. Eastern Time on February 29or before Xxxxx 00, 2024 0000, (x) the “Outside Date”adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) if the Acceptance Time shall not have occurred on at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken, or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the Outside Dateadoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of in any manner that shall have proximately contributed to the failure of the Acceptance Time Initial Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice and the Merger may be abandoned at any time prior to the other partyEffective Time: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall Merger has not have occurred been consummated on or before the Outside nine (9) month anniversary of the date of this Agreement (such anniversary, or as extended pursuant to Section 6.4 or this Section 8.2(a), the “End Date”); provided, however, that if either of the conditions set forth in Section 7.1(b) or Section 7.1(c) has not been fulfilled, but all other conditions set forth in ARTICLE VII have been fulfilled (except for those conditions that by their nature are to be fulfilled on the Closing Date), then the Company and Parent, by mutual agreement in writing, may extend, from time to time, the End Date up to a date not beyond the twelve (12) month anniversary of the date of this Agreement; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure whose breach of such party to perform any of its covenants or agreements obligations under this Agreement has been a the principal cause of of, or resulted in, the failure of the Acceptance Time Merger to occur by be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order having making illegal, permanently enjoining or otherwise permanently prohibiting the effect set forth in paragraph (b) consummation of Annex I shall be in effect the Merger, and such Law or Order shall have become final and nonappealable; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in of its obligations under this Agreement has been the proximate principal cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure of Company for adoption at a duly convened Stockholders Meeting and the Acceptance Time to occur by the Outside DateRequisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after either of the Acceptance Time Requisite Company Vote, by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by April 1, 2024 2019 (the “Outside End Date”); provided that if on the End Date any of the conditions set forth in Section 7.1(c) if or Section 7.1(d) (to the Acceptance Time extent relating to the matters set forth in Section 7.1(c)) shall not have occurred on been satisfied but all other conditions set forth in Article VII shall have been satisfied or before waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the Outside DateClosing, but subject to the fulfillment or waiver of those conditions), then the End Date shall be automatically extended to June 26, 2019, and such date shall become the End Date for purposes of this Agreement; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform Party that has breached its obligations in any of its covenants or agreements material respect under this Agreement has been a principal cause of in any manner that shall have proximately caused or resulted in the failure of the Acceptance Time Merger to occur have been consummated by the Outside End Date; (b) the adoption of this Agreement by the stockholders of the Company shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (bc) if any Order having permanently restraining, enjoining or otherwise prohibiting consummation of the effect set forth in paragraph (b) of Annex I Merger shall be in effect and shall have become final and nonappealable, except that the non-appealable. The right to terminate this Agreement under pursuant to this Section 7.2(b) 8.2 shall not be available to any party to this Agreement whose breach of Party that has breached in any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to, or the Acceptance Time to occur by occurrence of, the Outside Dateconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated hereby may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29if (i) prior to the Offer Closing, 2024 the Offer, the acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the “Outside Date”) if Effective Time, the Acceptance Time shall not have occurred on Merger, is enjoined, prohibited or before otherwise restrained by the Outside Date; terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall will not be available to any party to whose breach of any provision of this Agreement if the failure of results in or causes such party Order to perform any of its covenants be issued or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time Order to occur by the Outside Datebe removed; or (b) if any Order having the effect set forth Offer Closing shall not have occurred on or before August 15, 2021 (as it may be extended in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealableaccordance with this Section 8.2(b), except the “Outside Date”), provided, however, that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(b) shall will not be available to any party to this Agreement Person whose breach of any representationprovision of this Agreement results in or causes the Offer Closing to fail to occur prior to the Outside Date; and provided, warrantyfurther, covenant or agreement that if on the Outside Date all of the conditions to Closing, other than the conditions set forth in this Agreement has been the proximate cause of, clause (a) or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (cd) if the Offer (as it may relates to an Antitrust Law) of Annex B, shall have been extended pursuant satisfied or waived (other than those conditions that by their nature are to this Agreement) be satisfied at the Offer Closing, which conditions shall have expired as a result be capable of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerbeing satisfied at such time), except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateDate will automatically be extended to November 15, 2021.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Offer Acceptance Time shall has not have occurred on or before 5:00 p.m., New York City time, on the Outside date that is 120 days after the date hereof (as such date may be extended pursuant to this Section 7.2(a) or by the mutual written consent of the parties hereto, the “Termination Date”); provided, that in the event the Marketing Period has commenced but not yet been completed at the time of the Termination Date, the Termination Date may be extended by Parent until five (5) Business Days after the final date of the Marketing Period; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement seeking to terminate if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure of the Acceptance Time to occur by the Outside Dateevents specified in this Section 7.2(a); or (b) if any Governmental Authority having jurisdiction over any party hereto shall have issued a final, non-appealable Order having or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the effect set forth in paragraph (b) Merger or the consummation of Annex I the Offer or any applicable Law that makes consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited shall be in effect and shall have become final and nonappealableeffect; provided, except that the right party seeking to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth have complied in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderall material respects with its obligations under Section 5.6 and Section 5.7. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Transactions abandoned at Subsidiary shall not have accepted for payment any time before Common Shares pursuant to the Acceptance Time Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors of either Parent or the Company upon written notice to if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the other party: Tender Offer or the Merger shall become final and non-appealable (a) at any time whether before or after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if approval by the Acceptance Time shall not have occurred on or before stockholders of the Outside DateCompany); provided, further, that (A) the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Tender Offer to occur by be consummated and (B) the Outside Date; or (b) if any Order having the effect set forth in paragraph (bCompany shall not receive a termination fee pursuant to Section 8.5(e) of Annex I shall be in effect and shall have become final and nonappealablethis Agreement even if otherwise payable pursuant to the terms thereof, except that the if it exercises its right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementclause (i)(y) shall have expired as a result of the non-satisfaction of one above on or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferFebruary 29, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date2000.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon if (a) the Merger shall not have been consummated by October 31, 2002 (which date may be extended by Parent or the Company from time to time by written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29to a date not later than December 31, 2024 (the “Outside Date”) 2002 if the Acceptance Time Merger shall not have occurred on been consummated as a result of the failure to satisfy the condition set forth in Section 7.1(b) (the "Termination Date")), (b) the approval of the Company's stockholders required by Section 7.1(a)(i) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of the holders of Parent Common Stock required by Section 7.1(a)(ii) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (d) any Law permanently restraining, enjoining or otherwise prohibiting the Merger shall become final and non-appealable (whether before or after the Outside Dateapproval by the stockholders of the Company and Parent), or (e) the Company shall have received written notice from Parent that Pillsbury Winthrop LLP will not be able to deliver the opinion described in Section 7.2(d)(ii) of this Agreement and, after 30 days from the date of such notice, Fenwick & West LLP has not delivered or indicated in writing that it is prepared to deliver such opinion to Parent; provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a principal cause of the failure of the Acceptance Time referred to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordersaid clause. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by October 23, 2024 2010 (the “Outside Termination Date”) ), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if the Acceptance Time conditions set forth in Section 7.1(b) have not been satisfied or waived on or prior to such date, but all other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Termination Date may be extended by Parent or the Company in writing to a date not beyond January 23, 2011, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred on been obtained at the Stockholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Dateadoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any party unless, subject to Section 6.5, such party shall have used its reasonable best efforts to oppose any such Order or have such Order vacated or made inapplicable to the Merger; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time Written Consent Effective Time, by either Parent (with any termination by Parent also being an effective termination by Merger Sub) or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Closing shall not have occurred on or before December 31, 2019 (as it may be extended as herein provided or from time to time by the mutual written consent of the Company and Parent, the “Outside Date”); provided, furtherhowever, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to Party whose breach of any provision of this Agreement if shall have been the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal primary cause of or resulted in the failure of the Acceptance Time Closing to occur be consummated by the Outside Date; provided, further, that if one of the Parties has initiated the process of resolving one or more Disputed Items pursuant to Section 2.1 of this Agreement before the Outside Date has passed, and the Outside Date occurs during the pendency of such dispute resolution process, the Outside Date shall automatically be extended by the amount of time during which such dispute resolution process is pending, plus ten (10) Business Days; or (b) if any Order having permanently restraining, enjoining or otherwise permanently prohibiting or making illegal consummation of the effect set forth in paragraph (b) Merger or the other Transactions shall become effective and final and non-appealable or any Law becomes enacted, entered, promulgated or enforced by a Governmental Authority that prohibits or makes illegal consummation of Annex I shall be in effect and the Merger or the other Transactions; provided, that, the terminating Party shall have become final and nonappealable, except that the right to terminate this Agreement complied in all material respects with its obligations under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order5.6. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other partyEffective Time: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before prior the close of business on August 16, 2011 (the “Outside Date”); provided, furtherhowever, that the right a party shall not be permitted to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if in the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of event that the failure of the Acceptance Time to occur by on or prior to the Outside Date; orDate is primarily due to the failure of such party (or a Subsidiary of such party) to fulfill any of its obligations under this Agreement; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this AgreementSection 1.1) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior pursuant to the Acceptance Time (to the extent permitted under its terms and the terms of this Agreement) Agreement without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerany Shares being purchased thereunder; provided however, except that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) in the event that the failure of the Shares to be purchased is primarily due to the failure of such party (or a Subsidiary of such party) to fulfill any of its obligations under this Agreement; or (c) notwithstanding approval of this Agreement by the holders of Shares, if any court of competent jurisdiction or other Governmental Entity has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action has become final and nonappealable; provided, however, that the terms of this Section 7.2(c) shall 8.2 will not be available to a any party if that party’s failure unless such party will have used commercially reasonable efforts to perform oppose any of its covenants such order, decree, ruling or agreements under this Agreement has been a principal cause of other action or to have the failure of same vacated or made inapplicable to the Acceptance Time to occur by Offer or the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon at any time before the Effective Time: (a) whether before or after obtaining the Company Stockholder Approval, if the Merger has not been consummated on or before October 1, 2012 (as extended in the following proviso, if applicable, the “Termination Date”); provided, however, that if all of the conditions to Closing shall have been satisfied or shall be then capable of being satisfied (other than the conditions set forth in Section 7.1(c) or Section 7.1(e) with respect thereto), the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29party up to a date not beyond October 31, 2024 (2012. Notwithstanding the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; providedforegoing, further, that the right to terminate this Agreement under this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall will not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in of this Agreement has been the proximate primary cause of, or the primary factor that resulted in, the issuancefailure to consummate the Merger by such date; (b) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting (or adjournment, promulgation, enforcement postponement or entry of any such Order.recess thereof) and the Company Stockholder Approval is not obtained upon a vote taken thereof; or (c) if the Offer (as it may any Governmental Entity of competent jurisdiction will have been extended pursuant to this Agreement) shall have expired as a result enacted or issued any final and non-appealable Law or order or taken any other final and non-appealable action enjoining or otherwise prohibiting consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferTransactions, except provided that the right to terminate this Agreement under this Section 7.2(c8.2(c) shall will not be available to a any party if that party’s failure who failed to perform any of comply with its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.Section 6.1;

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time adoption of this Agreement by the Company Requisite Vote, by action of either the board of directors of the Parent or the Company upon written notice to the other partyBoard, if: (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by August 15, 2024 2018 (the “Outside Termination Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 9.2(a) if the Acceptance Time failure to consummate the Merger by the Termination Date is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time; (i) the Stockholders Meeting (including any adjournments or postponements thereof) shall have been held and completed, and the stockholders of the Company shall have taken a final vote on a proposal to adopt this Agreement, and (ii) this Agreement shall not have occurred on or before been adopted at the Outside DateStockholders Meeting by the Company Requisite Vote; provided, furtherhowever, that the right to terminate this Agreement under this Section 7.2(a9.2(b) shall not be available to any party the Company where the failure to obtain the Company Requisite Vote adopting this Agreement if shall have been attributable to (A) a failure on the failure part of such party the Company to perform any covenant or obligation of its covenants or agreements under this Agreement has been required to be performed by the Company at or prior to the Effective Time or (B) a principal cause breach of any of the failure of the Acceptance Time to occur by the Outside DateSupport Agreements; or (bc) if any Order having permanently restraining, enjoining or otherwise prohibiting consummation of the effect set forth in paragraph (b) of Annex I Merger shall be in effect and shall have become final and nonappealable, except that non-appealable (whether before or after the right to terminate adoption of this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateCompany Requisite Vote).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of either Parent or the Company upon if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the other party: Company, extend the Termination Date to November 30, 2011, (ab) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) if the Acceptance Time shall not have occurred on at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Dateadoption of this Agreement by the stockholders of the Company); provided, further, provided that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, in the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause occurrence of the failure of the Acceptance Time Merger to occur by the Outside Datebe consummated on or before such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) the Merger shall not have been consummated by September 30, 2014, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a), provided that such date may be extended by Parent, at any time after 12:01 a.m. Eastern Time on February 29its option, 2024 (the “Outside Date”) to December 31, 2014 if the Acceptance Time Closing shall not have occurred by such date and on such date the condition set forth in Section 7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders’ Meeting or at any adjournment or postponement of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger shall become final and non-appealable (whether before or after the Outside Dateapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company (acting upon written notice the recommendation of the Special Committee) at any time prior to the other partyEffective Time: (a) at any time after 12:01 a.m. Eastern Time on February 29if the Merger has not been consummated by December 9, 2024 2022 (the “Outside Date”), except that: (i) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party Party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements under this Agreement obligations has been a principal cause of of, or resulted in, the failure of to consummate the Acceptance Time to occur Merger by the Outside Datesuch date; or and (bii) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b7.2(a) shall not be available to the Company or Parent during the pendency of any party to Legal Action by a Party for specific performance of this Agreement whose breach of any representationas provided by Section 8.14 and the Outside Date shall be automatically extended to (A) the tenth (10th) Business Day after the dismissal, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement settlement or entry of a final non-appealable Order with respect to such Legal Action or (B) such other time period established by the court presiding over such Legal Action; (b) if any such Order.Laws effected after the date of this Agreement shall prohibit consummation of the Merger; (c) if (i) any Orders issued by a court of competent jurisdiction shall restrain, enjoin or otherwise prohibit consummation of the Offer Merger, and (as it may ii) such Orders shall have become final and non-appealable; or (d) if the Requisite Company Vote shall not have been extended pursuant to obtained at the Company Stockholders Meeting (or at any adjournment or postponement thereof) held in accordance with this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated Each of Parent and the Merger Transactions abandoned Company shall have the right to terminate this Agreement at any time prior to the Effective Time, whether before the Acceptance Time by either Parent or after obtainment of the Company upon written notice to the other partyStockholder Approval, if: (ai) at any time after 12:01 a.m. Eastern Time the Closing has not occurred prior to 5:00 p.m. on February 29October 4, 2024 2021 (the “Outside Date”) if the Acceptance Time shall not have occurred ); provided, however, that, if, as of 5:00 p.m. on or before the Outside Date, all of the conditions in Article VI have been satisfied or duly waived by all Parties entitled to the benefit thereof (except for (1) the conditions in Section 6.1(b) (but only if each applicable Legal Restraint relates to the HSR Clearance or a Required Consent) and Section 6.1(c)) and (2) any condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing Date were the Outside Date), the Outside Date shall be extended to January 4, 2022; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a7.1(b)(i) shall not be available to any party to this Agreement a Party if the failure of the Closing to have occurred prior to 5:00 p.m. on the Outside Date (as it may be extended under this Section 7.1(b)(i)) was proximately caused by such party Party’s breach of, or such Party’s failure to perform or comply with, in any material respect, any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; orhereunder; (bii) if any Order having the effect set forth in paragraph (b) of Annex I a Legal Restraint shall be in effect and shall have that has become final and nonappealable; provided, except however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c7.1(b)(ii) shall not be available to a party Party if that partythe existence of such Legal Restraint was proximately caused by such Party’s breach of, or failure to perform or comply with, in any material respect, any of its covenants or agreements under this Agreement has been hereunder; or (iii) the Company Stockholder Approval is not obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof at which a principal cause of vote on the failure of the Acceptance Time to occur by the Outside Dateadoption hereof was taken.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon at any time prior to the Effective Time, by written notice to the other party: (a) at if any time after 12:01 a.m. Eastern Time on February 29court of competent jurisdiction or other Governmental Entity of competent jurisdiction has issued a final order, 2024 (decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the “Outside Date”) if the Acceptance Time shall not have occurred on Merger and such order, decree, ruling or before the Outside Dateother action has become final and nonappealable; provided, furtherhowever, that the right to terminate this Agreement under termination rights provided in this Section 7.2(a8.2(a) shall will not be available to any party if such order, decree, ruling or other action was primarily due to this Agreement if the failure of such party to perform any of its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time Agreement, or such party will have failed to occur by the Outside Date; oruse commercially reasonable efforts to oppose any such order, decree, ruling or other action; (b) if the Stockholders’ Meeting (including any Order having the effect set forth in paragraph (badjournments or postponements thereof) of Annex I shall be in effect and shall have become final concluded and nonappealable, except that the Requisite Stockholder Approval shall not have been obtained; or (c) if the Merger is not consummated on or before the Outside Date. The right to terminate this Agreement under pursuant to this Section 7.2(b8.2(c) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal cause of materially contributed to the failure of the Acceptance Time Merger to occur by be consummated on or before the Outside DateDate (it being understood that Holdings, Parent and Merger Sub shall be deemed a single party for purposes of this sentence).

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before prior to the Acceptance Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the date that is six (6) months from the date hereof (the “Outside Date”); providedprovided that if, furtheron the Outside Date, one or more of the Offer Conditions set forth in clause (b) or (c)(i) of Annex A (each to the extent relating to any antitrust Laws of the United States or any other antitrust, competition or similar Laws of any foreign jurisdiction) but all other conditions shall have been satisfied (other than clause (a) and clause (c)(vi) of Annex A and any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing), then either Parent or the Company, at its option, may extend the Outside Date to the date that is nine (9) months from the date hereof; provided that the right to terminate this Agreement under pursuant to this Section 7.2(a6.2(a) shall not be available to a party whose failure to fulfill any party to this Agreement if the failure of such party to perform any of its covenants or agreements obligation under this Agreement has been a principal the cause of of, or resulted in, the failure of the Acceptance Time to occur by the Outside Date; orsuch date. (b) if any a permanent injunction or other Order having the effect set forth in paragraph (b) of Annex I shall be in effect which is final and non-appealable shall have become final and nonappealablebeen issued preventing or prohibiting consummation of the Offer or the Merger (whether before or after the Acceptance Time); provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c6.2(b) shall not be available to a party if that party’s whose failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of the failure of the Acceptance Time to occur by the Outside Date.of, or resulted in or materially contributed to, such action or event; or

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Closing (whether before or after the receipt of the Requisite Company Vote): (a) at any time after 12:01 a.m. Eastern Time if the Merger has not been consummated on February 29or before May 30, 2024 2025 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a7.02(a) shall not be available to any party whose material breach of any representation or warranty, or failure to this Agreement if the failure of such party to materially perform any of its covenants covenant or agreements under obligation, set forth in this Agreement has been a principal cause of of, or has resulted in, the failure of the Acceptance Time Merger to occur by be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order having making illegal, permanently enjoining, or otherwise permanently prohibiting the effect set forth in paragraph (b) consummation of Annex I shall be in effect the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(b7.02(b) shall not be available to any party to this Agreement whose material breach of any representation, representation or warranty, or failure to materially perform any covenant or agreement obligation, set forth in this Agreement has been the proximate a cause of, or has resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.; or (c) if this Agreement has been submitted to the Offer stockholders of the Company for adoption at a duly convened Company Stockholders Meeting, such Company Stockholders Meeting (as it may have been extended pursuant to this Agreementincluding any adjournment or postponement thereof) shall have expired as been held and completed, and the Requisite Company Vote shall not have been obtained at such meeting; provided, however, that a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent party shall not be permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under pursuant to this Section 7.2(c7.02(c) shall not be available if the failure to obtain the Requisite Company Vote is attributable to a failure on the part of such party if that party’s failure to materially perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time obligation required to occur be performed by the Outside Date.such party

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before prior to the Acceptance Time by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before been consummated by the Outside Date; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform Party that has breached in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a principal the primary cause of the failure of the Acceptance Time Merger to occur be consummated by the Outside Date; or (b) if any Order having court or Governmental Entity of competent jurisdiction shall have enacted, issued or entered any Law or Judgment or taken any other action permanently restraining, enjoining or otherwise prohibiting (i) prior to the effect set forth Acceptance Time, the acceptance for payment of, or payment for, shares of Common Stock pursuant to the Offer or (ii) prior to the Effective Time, consummation of the Merger, and in paragraph (b) of Annex I shall be in effect and either case such Judgment or other action shall have become final and nonappealablenon-appealable; provided that the Party seeking to terminate this Agreement pursuant to this Section 7.2(b) shall have complied in all material respects with its obligations under Section 5.3(e); provided, except further, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) a Party if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result issuance of the such final, non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior appealable Judgment was primarily due to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of such Party, and in the Acceptance Time case of Parent, including the failure of Merger Sub, to occur by the Outside Dateperform, in all material respects, its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice to if (i) the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by the nine month anniversary of the date of this Agreement (the "Termination Date"), whether this date is before or before after the Outside Datedate of adoption of this Agreement by stockholders of the Company and/or after the date of the approval of the Parent Requisite Resolutions and Parent Director Resolutions by shareholders of Parent; provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(aclause (i) shall not be available to any party Party whose failure to this Agreement if the failure of such party to perform fulfill in any of material respect its covenants or agreements obligations under this Agreement has caused or resulted in the Merger to have been consummated, on or before the Termination Date; (ii) a principal cause Governmental Entity of competent jurisdiction shall have enacted any Law or issued a final non-appealable permanent injunction or order that prohibits the consummation of the failure of the Acceptance Time to occur by the Outside DateMerger; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except provided that the right to terminate this Agreement under pursuant to this Section 7.2(bclause (ii) shall not be available to any party Party who has not used commercially reasonable efforts to prevent this Agreement whose Law from being enacted or this injunction or order from being issued or this injunction or order is due to a material breach by that Party of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been Agreement; (iii) the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may Company Requisite Vote shall not have been extended pursuant to this Agreementobtained at a duly held Company Stockholders Meeting, including any adjournments or postponements; or (iv) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) Parent Requisite Vote shall not be available to have been obtained at a party if that party’s failure to perform duly held Parent Shareholders Meeting, including any of its covenants adjournments or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datepostponements.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) at the Merger shall not have been consummated by December 31, 2008, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a); provided, however, that if Parent or the Company determines that additional time is necessary in order to obtain, consistent with Parent’s obligations under Section 6.6(c), any time after 12:01 a.m. Eastern Time on necessary approval from, or to forestall or challenge any action to restrain, enjoin or prohibit the Merger or to impose a Material Burden by, any Government Entity, the Termination Date may be extended by Parent or the Company in writing to a date not beyond February 2928, 2024 2009 (the “Outside Termination Date”), (b) if the Acceptance Time approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have occurred on been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Dateapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2 (x) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by consummation of the Outside Date; or Merger and (by) if any Order having shall, in the effect set forth in paragraph case of clauses (ba) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant ), be subject to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted Parent’s compliance with its obligations under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date6.6(c).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): (a) at any time after 12:01 a.m. Eastern Time if the Merger has not been consummated on February 29or before December 31, 2024 2013, or such later date as is necessary for the Registration Statement to be declared effective to be declared effective by the Commission, but in no event later than March 15, 2014 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that (i) any extension of the End Date beyond December 31, 2013 shall be attributable to a delay the Commission’s comment process and the associated delayed effectiveness of the Registration Statement (and not an breach by Parent of its obligations pursuant to Section 6.04) or the Company’s process with respect to a Takeover Proposal in accordance with Section 6.03, and (ii) that the right to terminate this Agreement under pursuant to this Section 7.2(a8.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuancefailure of the Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, promulgationissued, enforcement promulgated, enforced or entry entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of any the Merger or the other transactions contemplated by this Agreement, and such Order.Law or Order shall have become final and nonappealable; (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof); or (d) if this Agreement has been submitted to the stockholders of Parent for adoption at a duly convened Parent Stockholders Meeting and the affirmative vote of the Acceptance Time to occur by holders of the Outside Daterequisite number of the outstanding shares of Parent Common Stock shall not have been obtained at such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon or Parent (and written notice to the other party: ) if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by March 31, 2001 whether such date is before or before after the Outside date of approval by the holders of Shares of the Company (the "Termination Date"); provided, furtherhowever, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, on March 31, 2001: (i) any of the Governmental Consents described in 7.1(b) have not been obtained or waived, (ii) each of the other conditions to the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (iii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith; (b) the approval of the holders of Shares required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non- appealable (whether before or after the approval by the stockholders of the Company); or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Merger; provided that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred been consummated by August 5, 2015 (as it may be extended below, the “Termination Date”), provided that if on such date any of the conditions to the Closing set forth in Section 8.1(b) or before Section 8.1(c) (to the Outside Dateextent that such Restraining Order is in respect of any Required Government Consent) shall not have been fulfilled but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, then the Termination Date shall, without any action on the part of the parties, be extended to November 5, 2015, (b) the Requisite Company Vote shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement or (c) any Restraining Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 9.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause Agreement, including Section 7.4(b), in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time consummation of the Merger or the failure of the Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Closing (whether before or after the receipt of Company Stockholder Approval): (a) at any time after 12:01 a.m. Eastern Time if the Merger has not been consummated on February 29or before May 7, 2024 2025 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party to this Agreement if whose (or in the failure case of such party to perform Parent, Parent Group Member’s) breach of any of its covenants representation, warranty, covenant, or agreements under agreement set forth in this Agreement has been a the principal cause of of, or primarily resulted in, the failure of the Acceptance Time Merger to occur by be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order having making illegal, permanently enjoining, or otherwise permanently prohibiting the effect set forth in paragraph (b) consummation of Annex I shall be in effect the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose or in the case of Parent, Parent Group Member’s) breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate principal cause of, or primarily resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure of Company for adoption at a duly convened Company Stockholders Meeting and Company Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the Acceptance Time to occur by the Outside Datefinal adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time approval by stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company upon and by written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred been consummated by March 31, 2007, unless such date shall have been extended by mutual written consent of Parent and the Company, whether such date is before or after the date of approval by the stockholders of the Company; (b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting (after giving effect to any adjournment or postponement thereof if a vote on the Company Voting Proposal is taken at such Company Meeting or adjournment or postponement thereof); or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the Outside DateCompany Meeting; provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) or (b) above shall not be available to any party to this Agreement if the failure of such party that has breached or failed to perform in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a the principal cause of or resulted in the failure of the Acceptance Time Merger to occur be consummated; and provided, further, that, prior to or upon any termination by the Outside Date; or Company pursuant to clause (b) if any Order having above, the effect set forth in paragraph (b) of Annex I shall be in effect and Company shall have become final paid to Parent any Termination Fee then due and nonappealable, except that the right to terminate this Agreement payable under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted 9.5 under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datespecified therein.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall Merger has not have occurred been consummated on or before the Outside date that is one hundred twenty (120) days after the date hereof (such date or such later date, if any, as is provided in the second proviso to this Section 7.02(a), the “End Date”); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a7.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Merger to be consummated on or before the End Date; provided further, that the End Date may be amended by mutual agreement of the parties pursuant to Section 7.07 of this Agreement; provided further, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party during the pendency of a legal proceeding by any party for specific performance pursuant to Section 8.13; (b) if any Governmental Authority 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, and such Law or Order shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.02(b) shall have complied with its obligations under Section 5.09(a) to avoid the entry of any such Law or Order; provided further, 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 enforcement, or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the stockholders of the failure of Company for adoption at a duly convened Company Stockholders Meeting and the Acceptance Time to occur by Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the Outside Datefinal adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger Transactions abandoned may be abandoned, at any time before prior to the Acceptance Time Time, by either Parent or the Company upon written notice to the other partyif: (a) at any time Governmental Entity of competent jurisdiction has issued a final Judgment, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2(a) are not available to any Party (i) unless such Party has complied in all material respects with its obligations under Section 6.6 in respect of such Judgment and (ii) such final and non-appealable Judgment was not due to a material breach of such Party’s covenants or other obligations under this Agreement; (b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after 12:01 a.m. Eastern Time on February 29, 2024 the date hereof (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) is not satisfied but all of the other Offer Conditions shall have been satisfied or waived (other than the delivery of the certificate referenced in Paragraph 2(c) of Annex I to this Agreement, which certificate only need to be capable of being delivered) and the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement remains capable of being satisfied or waived, then the Outside Date may be extended by Parent or the Company until the date that is sixty days (60) days after the initial Outside Date (and such date will then be the Outside Date); provided, however, that this termination right is not available to any Party if the Acceptance Time shall not have occurred failure to satisfy the condition set forth in Paragraph 1(b) of Annex I to this Agreement on or before the Outside Date; provided, further, that the right Date was due to terminate this Agreement a material breach of such Party’s covenants or other obligations under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementand re-extended in accordance with Section 1.1(a)(ii)) shall have expired expires as a result of the non-satisfaction of one or more any Offer Conditions Condition or is terminated or withdrawn prior pursuant to the Acceptance Time its terms and this Agreement without Purchaser having accepted for purchase any Shares validly tendered (to the extent permitted under the terms of this Agreementand not withdrawn) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.2(c) shall not be available to a party if that party’s failure to perform any Party whose breach of its covenants or agreements under this Agreement has been a principal the primary cause or primarily resulted in the non-satisfaction of any Offer Condition or the termination or withdrawal of the failure of Offer pursuant to its terms without Purchaser having accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Acceptance Time to occur by the Outside DateOffer.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by written notice at any time before prior to the Acceptance Effective Time by either Parent Parent, by action of its board of directors, or the Company upon written notice to Company, at the other partydirection of the Independent Committee, if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by July 29, 2014, whether such date is before or after the Company Requisite Vote has been obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided that neither party shall have the right to terminate this Agreement pursuant to this Section 8.2(a) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of, or resulted primarily in, the failure of the Merger to be consummated by the Termination Date and such action or failure to perform constitutes a breach of this Agreement; (b) the Shareholders’ Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders’ Meeting or at any adjournment thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Date; providedapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)), further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(c) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by December 22, 2024 2019 (as such date may be extended pursuant to this section 7.2(a), the “Outside Date”) ); except that the Company or Parent may extend the Outside Date from time to time in increments of 15 days to a date no later than 60 days after December 22, 2019 if the Acceptance Time condition set forth in section (b) of annex I (if the injunction or other Order relates to antitrust laws) or section (c) of annex I (including as a result of a Government Shutdown) shall not have occurred on been satisfied or before waived by the Outside Date; provided, further, Date and provided that the right to terminate this Agreement agreement under this Section section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph section (b) of Annex annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement agreement under this Section section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementagreement) shall have (x) expired as a result of the non-satisfaction of at any time when one or more Offer Conditions conditions has not been satisfied or is waived or (y) been terminated or withdrawn prior to the Offer Acceptance Time (to the extent permitted under the terms of this Agreement) agreement), in either case, without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement agreement under this Section section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement agreement has been a principal cause of the failure non-satisfaction of such Offer conditions or the termination or withdrawal of the Acceptance Time to occur by the Outside DateOffer.

Termination by Either Parent or the Company. (a) This Agreement may be terminated terminated, and the Merger Transactions abandoned at any time before the Acceptance Time abandoned, by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 within sixty (60) days from the date of this Agreement (the “Outside Diligence Expiration Date”) if as a result of the Acceptance Time shall not have occurred on Parties’ due diligence review or before items included in the Outside Date; providedParent Disclosure Schedule or Company Disclosure Schedule. For the avoidance of doubt, further, that neither Parent nor the Company has the right to terminate this Agreement pursuant to this Section 7.02(a) after the expiration of the aforementioned sixty (60) day period unless otherwise permitted under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; orArticle VII. (b) This Agreement may be terminated, and the Transactions abandoned, by either Parent or the Company at any time before the Effective Time, by written notice from such Party to the other Party: (i) if any Order having the effect set forth in paragraph Closing has not occurred on or before the date that is nine months from the date of this Agreement (b) of Annex I shall be in effect and shall have become final and nonappealablethe “Termination Date”), except that the right to terminate this Agreement under this Section 7.2(b7.02(b)(i) shall not be available to any party to this Agreement whose Party who is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.Agreement; (cii) if the Offer (as it may have Requisite Parent Vote has not been extended pursuant to this Agreement) shall have expired as a result obtained by reason of the non-satisfaction failure to obtain the required vote at the Parent Stockholders Meeting (or any adjournment or postponement of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreementsuch meeting) without the acceptance duly convened for payment by Merger Sub of shares of Company Common Stock pursuant to the Offersuch purpose, except that the right to terminate this Agreement under this Section 7.2(c7.02(b)(ii) shall not be available to a party if that party’s Parent where the failure to perform obtain the Requisite Parent Vote has been caused by the action or failure to act either of the Parent Entities and such action or failure to act constitutes a material breach by any of its covenants or agreements under the Parent Entities of this Agreement Agreement; (iii) if the Requisite Company Vote has not been a principal cause obtained by reason of the failure to obtain the required vote, except that the right to terminate this Agreement under this Section 7.02(b)(iii) shall not be available to the Company where the failure to obtain the Requisite Company Vote has been caused by the action or failure to act either of the Acceptance Time Company and such action or failure to occur act constitutes a material breach by any of the Outside DateCompany of this Agreement; or (iv) if any Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the Transactions, and (in the case of any Order) such Order has become final and non-appealable.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions abandoned at any time before the Acceptance Time transactions contemplated by this Agreement may be abandoned, by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Offer Closing shall not have occurred on or before the Outside Date; provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; (b) (i) at any time prior to the Offer Closing Date, if any SRO or Governmental Authority of competent jurisdiction that must grant a Required Regulatory Approval has denied approval of any of the transactions contemplated by this Agreement and such denial has become final and nonappealable; or (ii) at any time prior to the Effective Time, if any SRO or Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger substantially in accordance with the terms of this Agreement, and such Law shall have become final and nonappealable; provided, however, that (x) the party seeking to terminate this Agreement pursuant to this Section 8.02(b) shall have used all reasonable efforts to contest, appeal and remove such judgment, order, injunction, rule, decree, ruling, denial or other action in accordance with Section 6.07(b) and (y) the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any of its representations, warranties, covenants or agreements set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.Law; or (c) prior to the Offer Closing Date, if the Offer (as it may have been or is required to be extended pursuant to this AgreementSection 1.01) shall have expired expires as a result of the non-satisfaction of one or more any Offer Conditions or is terminated or withdrawn prior pursuant to the Acceptance Time (to the extent permitted under the its terms of this Agreement) without the acceptance for payment by Merger Sub of any shares of Company Common Stock being purchased thereunder as and when permitted under Section 1.01 (for avoidance of doubt, the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.02(c) unless and until Parent and Merger Sub have waived any right to extend the OfferOffer pursuant to Section 1.01); provided, except however, that the right to terminate this Agreement under this Section 7.2(c8.02(c) shall not be available to a any party if that party’s failure to perform whose breach of any of its representations, warranties, covenants or agreements under set forth in this Agreement has been a principal the cause of, or resulted in, the non-satisfaction of any Offer Conditions or the termination or withdrawal of the failure Offer pursuant to its terms without any shares of the Acceptance Time to occur by the Outside DateCompany Common Stock being purchased thereunder.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions abandoned at any time before the Acceptance Time abandoned, by either Parent or the Company upon at any time before the First Effective Time, by written notice from such Party to the other partyParty: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall Closing has not have occurred on or before September 30, 2023 (the Outside “Termination Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable”), except that the right to terminate this Agreement under this Section 7.2(b7.02(a) shall not be available to any party to this Agreement whose Party who is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement; (b) without the acceptance Requisite Parent Vote has not obtained by reason of the failure to obtain the required vote at a Parent Stockholders Meeting (or any adjournment or postponement of such meeting) duly convened for payment by Merger Sub of shares of Company Common Stock pursuant to the Offersuch purpose, except that the right to terminate this Agreement under this Section 7.2(c7.02(b) shall not be available to a party if that party’s Parent where the failure to perform obtain the Requisite Parent Vote has been caused by the action or failure to act either of the Parent Entities and such action or failure to act constitutes a material breach by any of its covenants the Parent Entities of this Agreement; (c) if any Law or agreements under this Agreement has been Order is enacted, issued, promulgated or entered by a principal cause Governmental Authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the failure Transactions, and (in the case of any Order) such Order has become final and nonappealable; or (d) either Party enters into a definitive agreement with respect to an Alternative Transaction. 11. Section 7.03(b) is hereby deleted and replaced in its entirety with the Acceptance Time following: (a) if (i) the Parent Board approves, endorses, solicits or recommends to occur stockholders an Alternative Transaction or (ii) a tender offer, exchange offer or other transaction for any outstanding shares of capital stock of a Parent Entity is commenced before obtaining the Requisite Parent Vote and the Parent Board fails to recommend against acceptance of such Alternative Transaction, tender offer, exchange offer or other transaction by the Outside Date.its stockholders within ten Business Days after commencement of such Alternative Transaction, tender offer, exchange offer or other transaction; 12. The following shall be added in its entirety to Article VII as Section 7.06:

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either action taken or authorized by the Parent or the Company upon written notice to the other partyif: (a) at any the Closing shall not have been consummated by 5:00 p.m. Eastern time after 12:01 a.m. Eastern Time on February 29May 10, 2024 2019 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in obligation under this Agreement has been the proximate cause of, or resulted in, the issuancefailure of the Closing to occur prior to the End Date; (b) if (i) any court of competent jurisdiction or other Governmental Entity shall have issued an Order, promulgationor taken any other action restraining, enforcement enjoining or entry otherwise prohibiting any of the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable, or (ii) if there shall be any such Orderapplicable Law that makes the consummation of the Merger illegal or otherwise prohibited. (c) if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Offer (as it may have been extended pursuant to other party in this Agreement, or (ii) any such representations or warranty shall have expired become untrue or incorrect, such that as a result of such breach or untruth the non-satisfaction conditions set forth in Section 6.2(a) or Section 6.3(a) as applicable would not be satisfied, if occurring or continuing at the Effective Time, and such breach or failure to be true and correct is not cured by the earlier of one (1) the End Date and (2) thirty (30) calendar days following receipt of written notice from the other party of such breach or more Offer Conditions failure. (d) If the Company has satisfied (or is terminated or withdrawn prior the Parent has waived) each of the conditions to the Acceptance Time (Parent’s and the Merger Sub’s obligations to consummate the transactions contemplated by this Agreement pursuant to Sections 6.1 and 6.2 hereof, and the Company has indicated in writing to the extent permitted under Parent that the terms of Company is ready, willing and able to consummate the transactions contemplated by this Agreement) without Agreement on the acceptance for payment date required by Section 1.2 and the Parent and the Merger Sub of shares of Company Common Stock fail to consummate the transactions contemplated by this Agreement within two (2) Business Days following the date on which the Closing should have occurred pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date1.2.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before (i) by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to if the other party: Merger shall not have been consummated by June 30, 1999, whether such date is before or after the date of approval by the stockholders of the Company (athe "Termination Date"), (ii) by action of the Board of Directors of either Parent or the Company if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the Board of Directors of either Parent or the Company if the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefore or at any adjournment or postponement thereof, (iv) at any time after 12:01 a.m. Eastern prior to the Effective Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, provided that the right to terminate this Agreement under this Section 7.2(a) shall terminating party is not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth then in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose material breach of any representation, warranty, covenant or other agreement contained herein), by action of the Board of Directors of either Parent or the Company, as the case may be, in the event of any of (A) a breach by the other party of any representation or warranty contained herein (subject to the standard set forth in this Agreement Section 7.2(a) or 7.3(a), as the case may be), which breach cannot be or has not been cured within 20 days after the proximate cause of, or resulted in, giving of written notice to the issuance, promulgation, enforcement or entry breaching party of such breach; (B) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to the breaching party of such Order. breach; or (cC) if the Offer a Company Material Adverse Effect exists (as it in which case Parent may have been extended pursuant to terminate this Agreement) shall have expired as or a result Parent Material Adverse Effect exists (in which case the Company may terminate this Agreement), or (v) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-satisfaction appealable (whether before or after the approval by the stockholders of one the Company or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferParent); provided, except that the right to terminate this Agreement under this Section 7.2(cpursuant to clause (i) above shall not be available to a any party if that party’s failure to perform has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Merger to occur by the Outside Datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger Transactions may be abandoned at any time before by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Date; providedbeen consummated by December 31, further1998, provided that the right to terminate this Agreement under this Section 7.2(aclause (a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before such date, and provided, further, that such date shall be extended to March 31, 1999 in the Outside Date; or event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) if any Order having court of competent jurisdiction in the effect set forth United States or Governmental Body in paragraph (b) of Annex I the United States shall be in effect have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable. In addition, except that the right to terminate this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, covenants or obligations under this Section 7.2(b) the Voting Agreement in any material respect and such breach shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordercurable. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon by written notice by the terminating party to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29prior to the Effective Time, 2024 (notwithstanding adoption of this Agreement by the “Outside Date”) stockholders of the Company, if any court or other Governmental Entity of competent jurisdiction has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Acceptance Time shall not Offer or the Merger and such order, decree, ruling or other action is or will have occurred on or before the Outside Datebecome final and nonappealable; provided, furtherhowever, that the terms of this Section 8.2(a) will not be available to any party unless such party will have used commercially reasonable efforts to oppose any such order, decree, ruling or other action or to have the same vacated or made inapplicable to the Offer or the Merger; provided; further that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party whose breach of any provision of this Agreement, has been the principal cause of or resulted in such order, decree, ruling or other action; (b) at any time prior to the Purchase Time if the Offer shall have expired or have been terminated in accordance with the terms of this Agreement (including ANNEX I) without Purchaser having accepted Shares for payment pursuant to the Offer; provided, however, that: a party shall not be permitted to terminate this Agreement pursuant to this Agreement if Section 8.2(b) if: (A) the failure of Purchaser to accept such Shares is attributable to the failure of an Offer Condition to be satisfied and (B) the failure of such party Offer Condition to perform any of its covenants or agreements under this Agreement has been be satisfied is attributable to a principal cause failure on the part of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right party seeking to terminate this Agreement under this Section 7.2(b) shall not be available to perform any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been required to be performed by such party at or prior to the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.Purchase Time; or (c) if the Offer (as it may Purchase Time shall not have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one occurred on or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time close of business on April 30, 2010 (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the “Outside Date”).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by written notice at any time before prior to the Acceptance Effective Time by either Parent Parent, by action of its board of directors, or the Company upon written notice to Company, at the other partydirection of the Independent Committee, if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by six months after the date of Merger Agreement, whether such date is before or before after the Outside date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party whose action or failure to this Agreement if perform or comply with the failure covenants and agreements of such party to perform any of its covenants or agreements under set forth in this Agreement has shall have been a principal the primary cause of of, or resulted primarily in, the failure of the Acceptance Time Merger to occur be consummated by the Outside DateTermination Date and such action or failure to perform constitutes a breach of this Agreement; (b) the Shareholders’ Meeting shall have been held and completed and approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Shareholders’ Meeting or at any adjournment or postponement thereof; or (bc) if any Order having permanently restraining, enjoining or otherwise prohibiting consummation of the effect set forth Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the shareholders of the Company referred to in paragraph (b) Section 7.1(a)), provided that prior to termination pursuant to this Section 8.2(c), each of Annex I the Parties shall be in effect have used its reasonable best efforts to resist, appeal, obtain consent under, resolve or lift, as applicable, the Order and shall have become final and nonappealablecomplied in all material respects with its obligations under Section 6.8; provided, except further that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(c) shall not be available to any party to that has breached in any material respect its obligations under this Agreement whose breach of in any representation, warranty, covenant or agreement set forth in this Agreement has manner that shall have been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time the Merger shall not have been consummated on February 29, 2024 or before the date that is six months from the date hereof (the “Outside Date”), whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a); provided that if, on the Outside Date, one or more of the conditions to the Closing set forth in Sections 5.1(b) if or 5.1(c) (to the Acceptance Time extent relating to the CFIUS Approval) shall not have occurred on or before been fulfilled but all other conditions to Closing shall have been satisfied (other than any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing), then the Outside DateDate shall, without any action on the part of the parties hereto, be extended to the date that is nine months from the date hereof; provided, further, provided further that the right to terminate this Agreement under pursuant to this Section 7.2(a6.2(a) shall not be available to a party whose failure to fulfill any party to this Agreement if the failure of such party to perform any of its covenants or agreements obligation under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuancefailure of the Merger to be consummated by such date; provided further that the parties agree that Parent shall have no right to terminate this Agreement pursuant to this Section 6.2(a) during the pendency of legal proceedings by the Company for specific performance pursuant to Section 7.6; (b) the approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a) shall not have been obtained at the Shareholders Meeting, promulgation, enforcement including any adjournment or entry of any such Order.postponement thereof; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-satisfaction of one appealable (whether before or more Offer Conditions or is terminated or withdrawn prior to after the Acceptance Time (to the extent permitted under the terms approval of this Agreement) without Agreement by the acceptance for payment by Merger Sub shareholders of shares of the Company Common Stock pursuant referred to the Offer, except in Section 5.1(a)); provided that the right to terminate this Agreement under pursuant to this Section 7.2(c6.2(c) shall not be available to a party if that party’s whose failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of the failure of the Acceptance Time to occur by the Outside Dateof, or resulted in, such action or event.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before (i) by action of the Acceptance Time by board of directors of either Parent or the Company upon written notice if the Merger shall not have been consummated by September 30, 1999, whether such date is before or after the date of approval by the stockholders of the Company (provided, however, that if all conditions to Closing have been satisfied or waived on or before September 30, 1999, other than obtaining all Governmental Consents, such date shall be extended past September 30, 1999 for up to three additional one-month periods at the other party: request of either Parent or the Company) (athe "Termination Date"), (ii) by action of the board of directors of Parent if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the board of directors of the Company at any time after 12:01 a.m. Eastern Time on February 29if, 2024 (at a meeting duly convened therefor or at any adjournment or postponement thereof, the “Outside Date”) if the Acceptance Time Company Common Stock Requisite Vote shall not have occurred on been obtained and Section 8.3(a) is not applicable, or (iv) by action of the board of directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the Outside Dateapproval by the stockholders of the Company); provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Tender Offer or the Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Offer Acceptance Time shall has not have occurred on or before 5:00 p.m., New York City time, on July 12, 2017 (as such date may be extended pursuant to this Section 7.2(a) or by the Outside mutual written consent of the parties hereto, the “Termination Date”); provided, that in the event the Marketing Period has commenced but not yet been completed at the time of the Termination Date, the Termination Date shall be extended by Parent until five (5) Business Days after the final date of the Marketing Period; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement seeking to terminate if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure events specified in this Section 7.2(a) (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the Acceptance Time to occur by the Outside Dateforegoing proviso); or (b) if any Governmental Authority having jurisdiction over any party hereto shall have issued a final, non-appealable Order having or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the effect set forth in paragraph (b) Merger or the consummation of Annex I the Offer or any applicable Law that makes consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited shall be in effect and shall have become final and nonappealableeffect; provided, except that the right party seeking to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth have complied in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderall material respects with its obligations under Sections 5.7 and 5.8. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other party:Effective Time (whether before or after the receipt of the Company Stockholder Approval): (a) at any time after 12:01 a.m. Eastern Time if the Merger has not been consummated on February 29or before April 9, 2024 2018 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Body 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 and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(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 enforcement, or entry of any such Law or Order.; or (c) if this Agreement has been submitted to the Offer (as it may stockholders of the Company for adoption at a duly convened Company Stockholders’ Meeting and the Company Stockholder Approval shall not have been extended pursuant to this Agreement) shall have expired as a result of obtained at such meeting (unless such Company Stockholders’ Meeting has been adjourned or postponed, in which case at the non-satisfaction of one final adjournment or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerpostponement thereof); provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.2(c) shall not be available to a party the Company if that partythe Company’s failure to perform breach of any of its covenants representation, warranty, covenant, or agreements under agreement set forth in this Agreement has been a principal the cause of of, or resulted in, the failure of to obtain the Acceptance Time to occur by Company Stockholder Approval at the Outside DateCompany Stockholders’ Meeting or any adjournment or postponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated by this Agreement may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Transaction shall not have occurred by 5:00 p.m., New York time, on March 31, 2011; provided that, if all conditions to the obligations of the Parties set forth in Article 7 (other than (i) the conditions set forth in Section 7.01(b) and (ii) conditions that are to be satisfied at the Closing) have been satisfied or before waived prior to such date, then the Outside right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any Party until 5:00 p.m., New York time, on April 30, 2011 (the “Final Termination Date”); provided, further, provided further that the right to terminate this Agreement under this Section 7.2(a8.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of Party that has breached its covenants or agreements obligations under this Agreement in any material respect if such breach has been a principal cause of of, or resulted in, the failure of the Acceptance Time Transaction to occur by the Outside Date; orbe consummated on or before such date; (b) if the Required Company Vote shall not have been obtained upon a vote taken thereon at the duly convened Company Shareholder Meeting or any Order having adjournment or postponement thereof at which the effect vote was taken; (c) there shall have been a breach by the other Party of any of the covenants or agreements (other than an intentional material breach by the Company of its obligations under Sections 6.02 or 6.05) or any of the representations or warranties set forth in paragraph this Agreement on the part of such other Party, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the condition set forth in Section 7.02(a) or (b) of Annex I shall be in effect or Section 7.03(a) or (b), as the case may be, and shall have become final and nonappealablewhich breach has not been cured within thirty (30) days following written notice thereof to the breaching Party or which breach, except that the right to terminate this Agreement under this Section 7.2(b) shall by its nature, cannot be available to any party to this Agreement whose cured within such time period, provided that such other Party is not then in material breach of any representation, warranty, covenant or agreement set forth contained in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.Agreement; or (cd) if i) any Governmental Authority of the Offer (as it may have been extended pursuant to this Agreement) United States or Bermuda shall have expired as issued or adopted a result final Law or Order or taken any other final Action restraining, enjoining or otherwise prohibiting the Transaction and such Law, Order or other Action is or shall have become final and nonappealable or (ii) any other Governmental Authority shall have issued or adopted a final Law or Order or taken any other final Action restraining, enjoining or otherwise prohibiting the Transaction and consummation of the non-satisfaction Transaction in violation of one such prohibition would reasonably be expected to have a Company Material Adverse Effect or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except Parent Material Adverse Effect; provided that the right Party seeking to terminate this Agreement under pursuant to this Section 7.2(c8.02(d) shall not be available have used reasonable efforts to a party if that party’s failure to perform any of its covenants have such Law, Order or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Dateother Action stayed, vacated or lifted.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Offer Acceptance Time shall has not have occurred on or before 11:59 p.m., New York City time, on October 7, 2022 (the Outside “Termination Date”); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement seeking to terminate if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure of the Offer Acceptance Time to occur by on or before the Outside Date; orTermination Date (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso); (b) if any Order having the effect set forth in paragraph (b) Governmental Authority of Annex I shall be in effect and competent jurisdiction shall have become final and nonappealableissued a final, except non-appealable Law or Order, in each case permanently restraining, enjoining or otherwise prohibiting the Merger or the consummation of the Offer or making the consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited; provided, that the right to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso) seeking to terminate if the breach by such party of any representation, warranty, covenant or agreement its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants, obligations or agreements under this Agreement has been the proximate a principal cause of, of or resulted in, in the issuance, promulgation, enforcement or entry issuance of any such final, non-appealable Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired pursuant to its terms (including any extensions thereof required or permitted pursuant to Section 1.1(d)) and the terms of this Agreement without Merger Sub having irrevocably accepted for payment the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer in accordance with this Agreement solely as a result of the non-satisfaction failure of one or more Offer Conditions or is terminated or withdrawn prior the Minimum Condition to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerbe satisfied; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement seeking to terminate if that party’s the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure non-satisfaction of the Acceptance Time to occur by Minimum Condition (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the Outside Dateforegoing proviso).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by written notice at any time before prior to the Acceptance Effective Time by either Parent Parent, by action of its board of directors, or the Company upon written notice to Company, at the other partydirection of the Special Committee, if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by June 27, 2013, whether such date is before or before after the Outside date of approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, furtherthat neither party shall have the right to terminate this Agreement pursuant to this Section 8.2(a) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of, or resulted primarily in, the failure of the Merger to be consummated by the Termination Date and such action or failure to perform constitutes a breach of this Agreement; (b) the Stockholders Meeting shall have been held and completed and approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(c) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by August 8, 2024 2019 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable; provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any unless such Order.party shall have complied with its obligations under Section 5.7 and Section 5.8; or (c) if the Offer (as it may have been extended pursuant to and in accordance with this Agreement) shall have expired as at a result of time when the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) Minimum Condition shall not have been satisfied and without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement if that party’s the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of either Parent or the Company upon written notice to the other partyBoard or Parent, if: (a) at any time after 12:01 a.m. Eastern Time the Merger shall not have been consummated by 5:00 p.m., (California Time) on February 29October 9, 2024 2018 (the “Outside Date”) ); provided, however, that if the Acceptance Time conditions to the Closing set forth in Section 8.1(b) [Regulatory Approvals] have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the Outside Date may be extended by either Party (provided that such Party has complied in all material respects with its obligations under Section 7.6) no more than two (2) times, each for a period of three (3) months, and such date, as so extended, shall be the “Outside Date”; (b) the Requisite Company Vote shall not have occurred on been obtained at the Stockholders Meeting or before at any adjournment or postponement thereof taken in accordance with this Agreement; or (c) any Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Outside DateMerger shall become final and non-appealable (a “Final Order”); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 9.2 shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement Party that has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of breached any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of in any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) manner that shall have expired as a result proximately contributed to the occurrence of the non-satisfaction failure of one or more Offer Conditions or is terminated or withdrawn prior a condition to the Acceptance Time (to consummation of the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferMerger; and provided, except further, that the right to terminate this Agreement under this pursuant to Section 7.2(c9.2(c) shall not be available in connection with a Final Order relating to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause the matters set forth in Section 9.2(c) of the failure of the Acceptance Time to occur by the Outside DateCompany Disclosure Letter.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice to if any order permanently restraining, enjoining or otherwise prohibiting consummation of the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Datebecome final and non-appealable; provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(b) shall not be available to any party to this Agreement if the failure of such party to perform any of that has breached its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by consummation of the Outside Date; orMerger. (b) This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either the Company, on the one hand, or Parent, on the other hand, if any Order having the effect set forth in paragraph (b) of Annex I Closing shall be in effect not have occurred on or before January 10, 2009, or such other date, if any, as the Company and Parent shall have become final and nonappealable, except agree upon; provided that the right to no party may terminate this Agreement pursuant to this Section 8.2(b) if such party’s failure to fulfill any of its obligations under this Section 7.2(b) Agreement shall not be available have directly or indirectly resulted in the failure of the Closing to any party to this Agreement whose breach of any representation, warranty, covenant occur on or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderbefore said date and for these purposes. (c) This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if the Offer (as it Board of Directors of the Company reasonably determines that an Acquisition Proposal constitutes a Company Superior Proposal; provided, however, that the Company may have been extended not terminate this Agreement pursuant to this AgreementSection 8.2(c) shall unless and until two Business Days have expired as elapsed following delivery to Parent of a result written notice of such determination by the Board of Directors of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior Company and Parent has not provided written notice to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any during such 2-day period of its covenants or agreements under this Agreement has been a principal cause of intention to match such Company Superior Proposal (minus the failure of Special Termination Fee (as defined in Section 8.5(c)) and applicable expenses which the Acceptance Time Company would have to occur by the Outside Datepay if it accepted such Company Superior Proposal).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by March 24, 2024 2023 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable; provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any unless such Order.party shall have complied with its obligations under Section 5.7 and Section 5.8; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as at a result of time when the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) Minimum Condition shall not have been satisfied and without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement if that party’s the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Closing, whether before or after (except as otherwise provided below) the Acceptance Time Requisite Company Vote shall have been obtained, by either action taken or authorized by Parent or the Company upon written notice to the other partyby action of its Board of Directors if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Closing shall not have occurred been consummated by 5:00 p.m. Eastern time on the End Date, whether such date is before or before after the Outside Datedate of the adoption of this Agreement by the Stockholders; provided, furtherhowever, that the right to terminate this Agreement under this Section 7.2(a7.02(a) shall not be available to (i) any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in obligation under this Agreement has been the proximate cause of, or resulted in, the issuancefailure of the Closing to occur prior to the End Date, promulgationand (ii) the Company if, enforcement or entry at the time of any such Order.intended termination by the Company, either Parent or the Company shall be entitled to terminate this Agreement pursuant to Section 7.02(b); (b) the Requisite Company Vote shall have failed to have been obtained at the Stockholders Meeting (after giving effect to all adjournments or postponements thereof at which this Agreement has been voted upon); or (c) if (i) any Order of any Authority having competent jurisdiction is entered enjoining the Offer Company, Parent or Merger Sub from consummating the Merger and such Order has become final and non-appealable, or (as it may ii) if there shall be any Law that makes the consummation of the Merger illegal or otherwise prohibited (unless the consummation of the Merger in violation of such Law would not have been extended a Company Material Adverse Effect) and, prior to termination pursuant to this Agreement) Section 7.02(c), the terminating party shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted complied in all material respects with its obligations under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferSection 5.09; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c7.02(c) shall not be available to a any party if that party’s failure to perform hereto whose breach of any provision of its covenants or agreements under this Agreement has been a principal is the primary cause of the imposition of any such Order or the failure of the Acceptance Time such Order to occur by the Outside Datebe resisted, resolved or lifted, as applicable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either the Parent or the Company upon written notice at any time prior to the other party:Closing (whether before or after the receipt of the Requisite Company Vote): (a) at any time after 12:01 a.m. Eastern Time if the Merger has not been consummated on February 29or before September 30, 2024 2022 (the “Outside End Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement Party whose material breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate principal cause of, or primarily resulted in, the failure of the Merger to be consummated 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, the issuance of the Merger Consideration, or the other transactions contemplated hereby, and such Law or Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(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 enforcement, or entry of any such Law or Order.; (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been submitted to the Company Securityholders for adoption at a principal cause duly convened Company Shareholder Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Shareholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the number of Dissenting Shares that are the subject of Appraisal Demand Notices that have not been withdrawn exceeds 5% of the failure total number of shares of the Acceptance Time to occur by the Outside DateCompany Shares issued and outstanding.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice to if (i) the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by the eight month anniversary of the date of this Agreement (the "Termination Date"), whether this date is before or before after the Outside Datedate of approval of this Agreement by shareholders of the Company; provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(aclause (i) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of caused or resulted in the failure of the Acceptance Time Merger to occur by have been consummated on or before the Outside Termination Date; or (bii) if any Order having the effect set forth in paragraph (b) a Governmental Entity of Annex I shall be in effect and competent jurisdiction shall have become enacted any Law or issued a final and nonappealable, except non-appealable permanent injunction or order that prohibits the consummation of the Merger; provided that the right to terminate this Agreement under pursuant to this Section 7.2(bclause (ii) shall not be available to any party who has not used reasonable best efforts to prevent this Agreement whose injunction or order from being issued or this injunction or order is due to a material breach by a party of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement Agreement; (iii) the Company Requisite Vote shall not have been obtained at a duly held Company Shareholders' Meeting after such Company Shareholders' Meeting has been the proximate cause ofheld, including any adjournments or resulted in, the issuance, promulgation, enforcement postponements; or entry of any such Order. (civ) if the Offer (as it may Parent Shareholder Approval is required, such Approval shall not have been extended pursuant to this Agreement) shall have expired as obtained at a result meeting of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferParent shareholders, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement duly held, after such meeting has been a principal cause held (or has not been obtained by written consent of the failure of the Acceptance Time to occur by the Outside Dateshareholders).

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time approval by shareholders of the Company and Merger Subsidiary referred to in Section 7.01(a), by action of the board of directors of either Parent or the Company upon in the event: (i) The Merger is not consummated by December 31, 2005 except to the extent that the failure of the Merger then to be consummated arises out of or results from the knowing action or inaction of (A) the party seeking to terminate pursuant to this Section 8.02(a), (B) Merger Subsidiary (if Parent is the party seeking to terminate) or (C) any of the Shareholders (if the Company is the party seeking to terminate), which action or inaction is in violation of its obligations under this Agreement or, in the case of the Shareholders, his obligations under the relevant Shareholder Agreement. (ii) (A) The approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final and nonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the invitation, request or suggestion of a Governmental Authority or (B) the approval by shareholders of the Company referred to in Section 7.01(a) herein is not obtained at the Company Meeting. (b) 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 shareholders of the Company and Merger Subsidiary referred to in Section 7.01(a): (i) by action of the Parent Board: in the event of (A) a breach by the Company of any representation or warranty contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to the other party:Company of such breach, or (B) a material breach by the Company of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to the Company of such breach. (aii) at by action of the Company Board: in the event of (A) a breach by Parent of any time after 12:01 a.m. Eastern Time on February 29representation or warranty contained herein, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall which breach cannot be available or has not been cured within 30 days after the giving of written notice to Parent of such breach, or (B) a material breach by Parent of any party of the covenants or agreements contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to this Agreement the Parent of such breach. (c) For purposes of Section 8.02(b), the representations and warranties contained herein shall be deemed to have been breached by either the Company or Parent only if the failure of such party representations and warranties to perform be true and correct, either individually or in the aggregate, and without giving effect to any of its covenants materiality, material adverse effect or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect similar qualifications set forth in paragraph (b) of Annex I shall such representations and warranties, will have or would reasonably be in effect and shall expected to have become final and nonappealable, except that a Material Adverse Effect on the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderbreaching party. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger Transactions abandoned at any time before may be aban- doned by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Date; providedbeen consummated by December 31, further1998, provided that the right to terminate this Agreement under this Section 7.2(aclause (a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before such date, and provided, further, that such date shall be extended to March 31, 1999 in the Outside Date; or event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) if any Order having court of competent jurisdiction in the effect set forth United States or Governmental Body in paragraph (b) of Annex I the United States shall be in effect have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable. In addition, except that the right to terminate this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, covenants or obligations under this Section 7.2(b) the Voting Agreement in any material respect and such breach shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordercurable. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time approval by either Parent or stockholders of the Company upon referred to in Section 8.1(a), by Parent by action of its Chief Executive Officer or Chief Financial Officer or action of the board of directors of the Company and by written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred been consummated by April 30, 2006, (unless such date shall have been extended by mutual written consent of Parent and the Company) whether such date is before or after the date of approval by the stockholders of the Company; (b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting (after giving effect to any adjournment or postponement thereof if a vote on the Company Voting Proposal is taken at such Company Meeting or adjournment or postponement thereof); or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the Outside DateCompany Meeting; provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) or (b) above shall not be available to any party to this Agreement if the failure of such party that has breached or failed to perform in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a the principal cause of or primarily resulted in the failure of the Acceptance Time Merger to occur be consummated; and provided, further, that, prior to or upon any termination by the Outside Date; or Company pursuant to clause (b) if any Order having above, the effect set forth in paragraph (b) of Annex I shall be in effect and Company shall have become final paid to Parent any Termination Fee then due and nonappealable, except that the right to terminate this Agreement payable under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted 9.5 under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datespecified therein.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated by this Agreement may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before by October 8, 2014 (the Outside “Termination Date”); provided, furtherhowever, that (i) the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Acceptance Time to have occurred on or before the Termination Date and (ii) if as of such date, the Regulatory Condition (as defined in Exhibit A) is not satisfied but all of the other Tender Offer Conditions shall have been satisfied or waived (other than the Minimum Condition and the delivery of the certificates referenced in clause (5) of Exhibit A, which certificates only need to be capable of being delivered) and the Regulatory Condition remains capable of being satisfied or waived, then the Termination Date may be extended until March 9, 2015 at the election of Parent or the Company by written notice to the other party (and such date shall then be the Termination Date); or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(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 Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions Mergers may be abandoned at any time before prior to the Acceptance Company Merger Effective Time either by either Parent or the Company upon by written notice to the other partyParty if: (a) at any time the Mergers shall not have been consummated by December 31, 2017, whether such date is before or after 12:01 a.m. Eastern Time on February the Requisite Company Vote is obtained; provided, however, that if the Company has not held the Stockholders Meeting by such time, the Termination Date may be extended by Parent to a date not beyond March 29, 2024 2018 (the “Outside Termination Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to Party that has breached in any material respect its obligations set forth in this Agreement if in any manner that shall have materially contributed to or resulted in the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause occurrence of the failure of a condition to the Acceptance Time to occur by consummation of the Outside DateMergers; (b) the Requisite Company Vote shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement; or (bc) if regardless of whether the Requisite Company Vote has been obtained, any Order having permanently restraining, enjoining or otherwise prohibiting consummation of the effect set forth in paragraph (b) of Annex I Mergers shall be in effect and shall have become final and nonappealable, except non-appealable; provided that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(c) shall not be available to any party to this Agreement whose breach of Party that has breached in any representation, warranty, covenant or agreement material respect its obligations set forth in this Agreement has been the proximate cause of, in any manner that shall have materially contributed to or resulted inin such Order that permanently restrains, enjoins or otherwise prohibits the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMergers.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of either Parent or the board of directors of the Company upon if (a) the Merger shall not have been consummated by March 15, 2008, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”), provided that, if on March 15, 2008 the conditions to Closing shall not have been fulfilled but remain capable of fulfillment then either of Parent (in the event such failure of the conditions to be satisfied relates to a change in Law after the date hereof) or the Company may, by written notice to the other party: other, extend the termination date from March 15, 2008 to June 15, 2008 (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (which shall then be the “Outside Termination Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that (x) if the Marketing Period has commenced on or before any such Termination Date, but not ended on or before any such Termination Date, such Termination Date shall automatically be extended by one month and (y) the Termination Date shall not occur sooner than three business days after the final day of the Marketing Period; provided, further, that in no event shall the Termination Date be later than July 10, 2008 (which extended date (as ultimately extended in the case of more than one extension) shall then be the “Termination Date”), provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before the Outside Termination Date; or , (b) if the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order having permanently restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the effect set forth in paragraph (b) of Annex I Merger shall be in effect and shall have become final and nonappealable, except that non-appealable (whether before or after the right to terminate approval of this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been by the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result shareholders of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior Company referred to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this in Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date7.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon if: (a) the Closing shall not have occurred by May 22, 2022 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, that if as of the Termination Date all of the conditions set forth in Article VII, other than any of the conditions set forth in Sections 7.1(b) or 7.1(c) (to the extent the failure of such conditions arises from or relates to Antitrust Laws), shall have been satisfied or waived (to the extent permitted), or shall be capable of being satisfied at such time, then either the Company or Parent may, in its respective sole discretion, elect to extend the Termination Date for a period of three (3) months (the “Extended Termination Date” and, if so extended, the Extended Termination Date then shall be the “Termination Date”) by delivering written notice to the other party: party no later than such then-scheduled Termination Date, it being agreed that there shall be no more than two (a2) at any time such extensions of the Termination Date (not to exceed twelve (12) months after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”date of this Agreement) if the Acceptance Time shall not have occurred on or before the Outside Datepursuant to this Section 8.2(a); provided, further, however, that a party shall not be entitled to extend the Termination Date pursuant to this Section 8.2(a) if such party’s breach of or failure to perform its obligations under this Agreement materially contributed to, or resulted in, the failure to consummate the transactions contemplated hereby by the Termination Date; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at the Company Stockholders Meeting, or at any adjournment or postponement thereof, at which a vote upon the adoption of this Agreement was taken; or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement shall have become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided that, in each case, the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of in any manner that shall have proximately caused or resulted in the failure of the Acceptance Time Merger and the other transactions contemplated hereby to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before September 30, 2013 (the Outside "End Date"); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant covenant, obligation or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Acceptance Time to have occurred 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 8.02(b) shall not be available to any party that has breached in any material respect any representation, warranty, covenant, obligation or agreement set forth in this Agreement in any manner that shall have proximately contributed to the issuance, promulgation, enforcement or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired expires as a result of the non-satisfaction of one or more any condition to the Offer Conditions set forth in Annex III or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerits terms without any Shares being purchased thereunder; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.02(c) shall not be available to a any party if that party’s failure to perform whose breach of any of its covenants representation, warranty, covenant, obligation or agreements under agreement set forth in this Agreement has been a principal the cause of, or resulted in the non-satisfaction of any condition to the Offer set forth in Annex III or the termination or withdrawal of the failure of the Acceptance Time Offer pursuant to occur by the Outside Dateits terms without any Shares being purchased thereunder.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated (upon notice from the terminating party to the other parties) and the Merger Transactions may be abandoned at any time before by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Date; providedbeen consummated by December 31, further1998, provided that the right to terminate this Agreement under -------- this Section 7.2(aclause (a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before such date, and provided, further, that such -------- ------- date shall be extended to March 31, 1999 in the Outside Date; or event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) if any Order having court of competent jurisdiction in the effect set forth United States or Governmental Body in paragraph (b) of Annex I the United States shall be in effect have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable. In addition, except that the right to terminate this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, covenants or obligations under this Section 7.2(b) the Voting Agreement in any material respect and such breach shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordercurable. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time Company Stockholder Approval or the Parent Shareholder Approval, by either Parent or the Company upon written notice to the other partyas follows: (a) at any time after 12:01 a.m. Eastern Time on February 29if prior to the Effective Time, 2024 (the “Outside Date”) if Merger, is enjoined, prohibited or otherwise restrained by the Acceptance Time shall not have occurred on or before the Outside Date; terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a‎7.2(a) shall will not be available to any party to whose breach of any provision of this Agreement if the failure of results in or causes such party Order to perform any of its covenants be issued or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time Order to occur by the Outside Date; orbe removed; (b) if any Order having the effect set forth Merger has not been consummated on or before June 30, 2016, or such later date, if any, as Parent and the Company agree upon in paragraph writing (b) of Annex I shall as such date may be in effect and shall have become final and nonappealableextended, except the “Outside Date”), provided, however, that the right to terminate this Agreement under pursuant to this Section 7.2(b‎7.2(b) shall will not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in provision of this Agreement has been results in or causes the proximate cause of, or resulted in, failure of the issuance, promulgation, enforcement or entry of any such Order.Merger to be consummated by the Outside Date; (c) if the Offer Company Stockholders Meeting (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one including any adjournment or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under postponement thereof in accordance with the terms of this Agreement) without has concluded, the acceptance for payment by Merger Sub Company Stockholders have voted, and the Company Stockholder Approval was not obtained; or (d) if the Parent Shareholders Meeting (including any adjournment or postponement thereof in accordance with the terms of shares of Company Common Stock pursuant to this Agreement) has concluded, the OfferParent Shareholders have voted, except that and the right to terminate this Agreement under this Section 7.2(c) shall Parent Shareholder Approval was not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Dateobtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time, whether before or after the Acceptance Time approval by either Parent or stockholders of the Company upon referred to in Section 8.1(a), by Parent by action of its Chief Executive Officer or Chief Financial Officer or action of the board of directors of the Company and by written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred been consummated by April 30, 2007, (unless such date shall have been extended by mutual written consent of Parent and the Company) whether such date is before or after the date of approval by the stockholders of the Company; (b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting (after giving effect to any adjournment or postponement thereof if a vote on the Company Voting Proposal is taken at such Company Meeting or adjournment or postponement thereof); or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the Outside DateCompany Meeting; provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) or (b) above shall not be available to any party to this Agreement if the failure of such party that has breached or failed to perform in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a the principal cause of or primarily resulted in the failure of the Acceptance Time Merger to occur be consummated; and provided, further, that, prior to or upon any termination by the Outside Date; or Company pursuant to clause (b) if any Order having above, the effect set forth in paragraph (b) of Annex I shall be in effect and Company shall have become final paid to Parent any Termination Fee then due and nonappealable, except that the right to terminate this Agreement payable under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted 9.5 under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datespecified therein.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other partyEffective Time if: (a) at any time after 12:01 a.m. Eastern Time on February 29court of competent jurisdiction or other Governmental Entity has issued a final order, 2024 decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action has become final and nonappealable; provided, however, that the terms of this Section 8.2 will not be available to any party unless such party has complied with its obligations under this Agreement in all material respects, including Section 6.6; or (the “Outside Date”b) if the Acceptance Time shall not have occurred on or before by the date that is one hundred and twenty (120) days after the date of this Agreement (the “Outside Date); provided, furtherhowever, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure as of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of date, the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect Offer Condition set forth in paragraph Paragraph (b1)(b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach (Regulatory) is not satisfied but all of any representationthe other Offer Conditions shall have been satisfied or waived (other than the delivery of the certificate referenced in Paragraph 2(c) of Annex I to this Agreement (senior executive officer’s certificate), warranty, covenant or agreement which certificate only need to be capable of being delivered) and the Offer Condition set forth in Paragraph (1)(b) of Annex I to this Agreement has been (Regulatory) remains capable of being satisfied or waived, then the proximate cause of, Outside Date may be extended until the date that is sixty (60) days after the Outside Date at the election of Parent or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if Company by written notice to the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn other party prior to the Acceptance Time (to the extent permitted under the terms termination of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) (and such date shall not then be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.); or

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions Amalgamation and the Sub Amalgamation may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Amalgamation or the Sub Amalgamation shall not have been consummated by January 31, 2005, whether such date is before or after the Acceptance Time date on which the Company Shareholder Approval is received; provided, however, that in the event that, as of January 31, 2005, the condition set forth in either Section 4.1(b) has not been satisfied, the Termination Date may be extended from time to time by either Parent or the Company upon written notice one or more times to the other party: a date not beyond July 31, 2005 (a) at any time after 12:01 a.m. Eastern Time on February 29January 31, 2024 (2005, or, if extended, such later date, the “Outside Termination Date”), (b) if the Acceptance Time Company Shareholder Approval shall not have occurred on been obtained at the Shareholders Meeting after a vote thereon has been taken, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Amalgamation or the Sub Amalgamation shall become final and non-appealable (whether before or after the Outside Datereceipt of the Company Shareholder Approval); provided, further, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (a) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement, the Amalgamation Agreement has been a principal cause or the Sub Amalgamation Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Amalgamation or Sub Amalgamation to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated Each of Parent and the Merger Transactions abandoned Company shall have the right to terminate this Agreement at any time before the Acceptance Time by either Parent or the Company upon written notice prior to the other partyClosing if: (ai) at any time after 12:01 a.m. the Closing shall not have occurred by 5:00 p.m. (Eastern Time time) on February 2913, 2024 2023 (the “Outside Date”); provided, however, that, if, as of the date that is five (5) if the Acceptance Time shall not have occurred on or before Business Days prior to the Outside Date, all of the conditions to the Closing set forth in Article VI have been satisfied or duly waived by all Parties entitled to the benefit thereof (other than (1) the conditions set forth in Section 6.1(b) and Section 6.1(c) (but solely in respect of a Legal Restraint relating to the HSR Act or any other Antitrust Law)) and (2) any condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing were the Outside Date), the Company may by delivery of written notice to Parent elect to extend the Outside Date to a date not later than May 13, 2023; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a7.1(b)(i) shall not be available to any party to this Agreement a Party if the failure of the Closing to have occurred by the Outside Date (as it may be extended under this Section 7.1(b)(i)) was caused by such party Party’s material breach of, or such Party’s failure to perform or comply with in any material respect, any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; orhereunder; (bii) if any Order having the effect set forth in paragraph (b) of Annex I a permanent Legal Restraint shall be in effect and shall have that has become final and nonappealable; provided, except however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c7.1(b)(ii) shall not be available to a party Party if that partythe existence of such Legal Restraint was caused by such Party’s material breach of, or failure to perform or comply with in any material respect, any of its covenants or agreements under this Agreement hereunder; or (iii) the Company Stockholder Approval shall not have been obtained after the final adjournment of the Company Stockholders Meeting at which a vote of the Company Stockholders has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datetaken in accordance with this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions abandoned transactions contemplated by this Agreement may be abandoned, at any time before prior to the Acceptance Effective Time (notwithstanding any approval of this Agreement by the shareholders of the Company) by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Offer Closing shall not have occurred on or before the Outside Date; provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.02(a) shall not be available to any party to this Agreement if the failure whose breach of such party to perform any of its covenants representation, warranty, covenant or agreements under agreement set forth in this Agreement has been a principal the proximate cause of of, or resulted in, the failure of the Acceptance Time Offer Closing to occur by have occurred on or before the Outside Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order having making illegal, enjoining, restraining, preventing or otherwise prohibiting the effect set forth in paragraph (b) consummation of Annex I shall be in effect the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(b8.02(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.; or (c) if if, prior to the Offer Closing, the Expiration Time (as it may be or may be required to be extended under Section 1.01(e)) has occurred and not all of the Offer Conditions have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one satisfied or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerwaived; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.02(c) shall not be available to a any party if that party’s failure to perform whose breach of any of its covenants representation, warranty, covenant or agreements under agreement set forth in this Agreement has been a principal the proximate cause of of, or resulted in, the failure of any of the Acceptance Time Offer Conditions to occur by have been satisfied or waived as of or prior to the Outside DateExpiration Time.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by written notice of either Parent (on behalf of the Buyer Parties) or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by October 27, 2016, whether such date is before or after the date the Company Requisite Vote is obtained (such date, the “Termination Date”); (b) the Stockholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof permitted hereunder; or (c) any Injunction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or any of the other transactions contemplated by this Agreement shall become final and non-appealable (whether before or after the Outside DateCompany Requisite Vote has been obtained); provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its representations, warranties, covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if in any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and manner that shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate primary cause of, or the primary factor that resulted in, the issuance, promulgation, enforcement or entry failure of any such Order. (c) if a condition to the Offer (as it may consummation of the Merger to have been extended pursuant satisfied on or before the Termination Date; provided further, however, that, subject to this Agreementlimitations set forth in the last sentence of Section 6.5(a), the Termination Date shall be tolled for such period of time, if any, but in no event longer than thirty (30) shall have expired as days unless otherwise expressly agreed to between Parent and the Company, required to comply with an Injunction or other order of a result court of competent jurisdiction that requires additional action by the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to parties before the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment transactions contemplated by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not can be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Dateconsummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or action of the Company upon written notice to the other partyBoard if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 the Merger shall not have been consummated by [●] (the “Outside Termination Date”) if ), whether such date is before or after the Acceptance Time shall not have occurred on or before the Outside DateStockholder Approval is obtained; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party if the failure of the Merger to this Agreement if have been consummated on or before the Termination Date was primarily due to the failure of such party to perform any of its covenants or agreements obligations under this Agreement has Agreement; (b) the Stockholders Meeting shall have been a principal cause of held and completed and the failure of the Acceptance Time to occur by the Outside DateStockholder Approval shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (bc) if any Order having Governmental Entity has denied approval of the effect set forth in paragraph (b) of Annex I shall be in effect Merger and shall have such denial has become final and nonappealablenon-appealable or any Order permanently restraining, except enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party if that party’s the enactment, issuance, promulgation, enforcement or entry of such Order, or the Order becoming final and non-appealable, was primarily due to the failure of such party to perform any of its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other partyEffective Time: (a) whether before or after receipt of the Requisite Company Vote, if the Merger has not been consummated by May 8, 2007; PROVIDED, that (i) if, prior to the 10 Business Day period immediately prior to such date, the condition set forth in Section 7.1(b) has not been satisfied or waived, then at any time after 12:01 a.m. Eastern Time on February 29during such 10 Business Day period Parent may unilaterally extend such date for an additional 90 days by delivering written notice thereof to the Company, 2024 (the “Outside Date”ii) if Parent has not so extended pursuant to clause (i), prior to the Acceptance Time Company exercising such termination right, it shall provide Parent with at least five Business Days prior written notice and, after receipt by Parent of such notice, Parent shall have the right, exercisable by written notice to the Company, to unilaterally extend such date for an additional 90 days if the condition to the parties' obligation to consummate the Merger set forth in Section 7.1(b) has not have occurred on been satisfied or before the Outside Date; providedwaived, further, that and (iii) the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall clause will not be available to any party to this Agreement whose breach failure to fulfill any of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been the proximate a principal cause of, or resulted in, the issuance, promulgation, enforcement failure to consummate the Merger by such date; (b) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Company Shareholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or entry of any such Order.postponement thereof); or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result whether before or after receipt of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Requisite Company Common Stock pursuant to the OfferVote, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause Law prohibits consummation of the failure Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Acceptance Time to occur by the Outside DateMerger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice (acting through the Special Committee, if then in existence) at any time prior to the other partyEffective Time: (a) at any time whether before or after 12:01 a.m. Eastern Time on February 29satisfaction of the conditions set forth in Section 6.1(a), 2024 if the Merger has not been consummated by September 30, 2007 (the “Outside Termination Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable), except that the right to terminate this Agreement under this Section 7.2(b) shall clause will not be available to any party to this Agreement whose breach failure to fulfill any of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been the proximate a cause of, or resulted in, the issuancefailure to consummate the Merger by such date; (b) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof), promulgationprovided that the Company shall not be entitled to terminate this Agreement under this clause if it has breached in any material respect any of its obligations under Sections 5.4 or 5.6, enforcement and provided further that Parent shall not be entitled to terminate this Agreement under this clause if any Stockholder (as defined in the Voting Agreement) has breached his, her or entry its obligations under Section 2.1(y) or Section 2.4 of any such Order.the Voting Agreement; (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result whether before or after satisfaction of the non-satisfaction conditions set forth in Section 6.1(a), if any Law prohibits consummation of one the Merger or more Offer Conditions if any Order restrains, enjoins or is terminated or withdrawn prior to otherwise prohibits consummation of the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferMerger, except and such Order has become final and nonappealable, provided that the right to terminate this Agreement under pursuant to this Section 7.2(c) clause shall not be available to a party if that party’s the issuance of such final and nonappealable Order was primarily due to the failure of such party to perform any of its covenants or agreements obligations under this Agreement has been Agreement; or (d) if the Company Board or any committee thereof shall have effected a principal cause Change in Board Recommendation prior to the receipt of the failure of the Acceptance Time to occur by the Outside DateRequisite Company Vote.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice if (i) whether or not the approval by the shareholders of the Company referred to in Section 7.1(a) shall have occurred, the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before been consummated within 240 days from the Outside date of this Agreement (the "Termination Date"); provided, furtherhowever, that either Parent or the Company shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 125 days if the sole reason that the Merger has not been consummated within 240 days from the date of this Agreement is that either (A) the condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings or (B) the condition set forth in Section 7.1(d) has not been satisfied; (ii) the Shareholders Meeting shall have been held and completed and the adoption of this Agreement by the Company's shareholders required by Section 7.1(a) shall not have occurred; or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval by the shareholders of the Company); provided, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of in any manner that shall have proximately contributed to the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger Transactions abandoned may be abandoned, at any time before prior to the Acceptance Time Time, by either Parent or the Company upon written notice to the other partyif: (a) at Any court of competent jurisdiction or other Governmental Body has issued an order, decree, or ruling, or taken any time after 12:01 a.m. Eastern other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, however, that the terms of this Section 7.2(a) are not available to any party unless such party has complied with its obligations under this Agreement in all material respects, including Section 5.6; (b) The Acceptance Time has not occurred on February 29or prior to December 23, 2024 2022 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, furtherhowever, that the right to terminate this Agreement under terms of this Section 7.2(a7.2(b) shall are not be available to any party to this Agreement if the failure of unless such party to perform any of has complied in all material respects with its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement, including Section 5.6; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the The Offer (as it may have been extended pursuant to this Agreementin accordance with Section 1.1(a)) shall have expired expires as a result of the non-satisfaction of one or more of the Offer Conditions or is terminated or withdrawn prior Conditions, including the Minimum Condition, without the Purchaser having accepted for purchase any Shares validly tendered (and not validly withdrawn) in accordance with Section 1.1(a) pursuant to the Acceptance Time (to the extent permitted under Offer; provided, however, that the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall are not be available to a party if that the material failure of such party (or any Affiliate of such party’s failure ) to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal proximate cause of the failure non-satisfaction of the Acceptance Time to occur by the Outside Dateany Offer Condition.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time the Merger shall not have been consummated on February 29, 2024 or before the date that is six (6) months from the date hereof (the “Outside Date”), whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a); provided that if, on the Outside Date, one or more of the conditions to the Closing set forth in Sections 5.1(b) if or 5.1(c) (each to the Acceptance Time extent relating to antitrust or competition Laws), or 5.1(d) or 5.1(e) shall not have occurred on or before been fulfilled but all other conditions to Closing shall have been satisfied (other than any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing and other than with respect to the condition set forth in Section 5.1 (a), which shall not be satisfied in the event of a failure to satisfy the condition set forth in Section 5.1(d)), then the Outside DateDate shall, without any action on the part of the parties hereto, be extended to the date that is nine (9) months from the date hereof; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a6.2(a) shall not be available to a party whose failure to fulfill any party to this Agreement if the failure of such party to perform any of its covenants or agreements obligation under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry failure of any the Merger to be consummated by such Orderdate. (cb) if the Offer (as it may a permanent injunction or other Order which is final and non-appealable shall have been extended pursuant to this Agreement) shall have expired as a result issued preventing or prohibiting consummation of the non-satisfaction of one Merger (whether before or more Offer Conditions or is terminated or withdrawn prior to after the Acceptance Time (to the extent permitted under the terms approval of this Agreement) without Agreement by the acceptance for payment by Merger Sub shareholders of shares of the Company Common Stock pursuant referred to the Offerin Section 5.1(a)); provided, except that the right to terminate this Agreement under pursuant to this Section 7.2(c6.2(b) shall not be available to a party if that party’s whose failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of, or resulted in, such action or event; or (c) the Company Special Meeting (including any adjournments and postponements thereof in accordance with Section 4.4) shall have concluded without the Company Requisite Vote having been obtained by reason of the failure to obtain the required vote of the Acceptance Time to occur by the Outside Dateholders of Shares.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by December 22, 2024 2013 (the “Outside Termination Date”) if ), whether such date is before or after the Acceptance Time shall not have occurred on or before the Outside DateStockholder Approval is obtained; provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, representation or warranty or failure to perform or comply with any covenant or agreement set forth in this Agreement has been the proximate primary cause of, of or resulted inin the failure of the Merger to occur by the Termination Date; (b) the Stockholder Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained at such Stockholder Meeting or at any adjournment, the issuance, promulgation, enforcement postponement or entry of any such Order.recess thereof; or (c) if any Governmental Entity has denied approval of the Offer (as it may have been extended Merger and such denial has become final and non-appealable or any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, in each case, whether before or after the Stockholder Approval is obtained; provided, that the party seeking to terminate this Agreement pursuant to this Agreementparagraph (c) shall have expired as a result of the non-satisfaction of one used its reasonable best efforts to contest, appeal and remove such denial or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferOrder in accordance with Section 5.6; and provided further, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s the issuance of such Order was primarily due to the failure of such party (including, in the case of Parent, the failure of Merger Sub) to perform or comply with any of its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other partyEffective Time: (a) at any time if (whether before or after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”receipt of the Company Shareholder Approval) if the Acceptance Time Closing shall not have occurred on or before 5:00 p.m. Eastern Time on November 17, 2021 (the “Outside Date”); provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a7.02(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Closing to have occurred on or before the Outside Date and provided, further, however, that, if all of the conditions set forth in Article VI, other than the conditions set forth in Section 6.01(b), Section 6.01(c) (to the extent the failure of such condition arises from or relates to Antitrust Laws) or Section 6.01(d), shall have been satisfied or shall be capable of being satisfied at such time, then either the Company or Parent shall be entitled to extend the Outside Date on no more than two successive occasions of two (2) months each (not to exceed 9 months after the date of this Agreement) by delivering written notice to the other party no later than such then-scheduled Outside Date, and the expiration date of the last extension period shall thereafter be deemed to be the Outside Date. (b) if (whether before or after the receipt of the Company Shareholder Approval) 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 a party if such Law or Order resulted from the material breach of any representation, warranty, covenant, or other agreement of such party set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause submitted to the shareholders of the failure of Company for adoption at a duly convened Company Shareholders Meeting and the Acceptance Time to occur by Company Shareholder Approval shall not have been obtained at such meeting (or, if such Company Shareholders Meeting has been adjourned or postponed, the Outside DateCompany Shareholder Approval shall not have been obtained at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. the Merger shall not have been consummated by 5:00 p.m. (Eastern Time time) on February 291, 2024 2017, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (the “Outside Termination Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement in any manner where such breach has been a the principal cause or is the principal reason for the occurrence of the failure of a condition to the Acceptance Time to occur by consummation of the Outside Date; orMerger and the Transactions; (b) if any Order having the effect conditions to the consummation of the Merger and the Transactions set forth in paragraph Section 7.1(c)(i) shall not have been satisfied and such failure to satisfy the conditions set forth in Section 7.1(c)(i) shall not be curable prior to the Termination Date; provided that if Parent does not exercise its right to terminate this Agreement pursuant to this Section 8.2(b) within forty-five (b45) days of Annex I the Company’s receipt of the first DOE Preacquisition Response that does not satisfy Section 7.1(c)(i), Parent shall be deemed to have waived all conditions set forth in effect Section 7.1(c)(i) and shall have become final and nonappealable, except that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.Parent; (c) if the Offer (as it may have been extended pursuant to approval of this Agreement) shall have expired as a result Agreement by the shareholders of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior Company referred to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this in Section 7.2(c7.1(a) shall not be available to a party if that party’s failure to perform have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of its covenants the Merger or agreements under the Transactions shall become final and non-appealable (whether before or after the approval of this Agreement has been a principal cause by the shareholders of the failure of the Acceptance Time Company referred to occur by the Outside Datein Section 7.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer, the Merger Transactions abandoned at any time before and the Acceptance Time other transactions contemplated by this Agreement may be abandoned, by either Parent (with any termination by Parent also being an effective termination by Merger Sub) or the Company upon written notice to the other partyCompany: (a) at At any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) Date and prior to the Offer Closing if the Acceptance Time Offer Closing shall not have occurred on or before 11:59 p.m. New York City time on the Outside Date; provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.02(a) shall not be available to any party to this Agreement party: (i) if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and Offer Closing shall have become final and nonappealableoccurred, except that the right to terminate this Agreement under this Section 7.2(bor (ii) shall not be available to any party to this Agreement whose material breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the proximate principal cause of, or primarily resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or (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 Offer Closing, the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.; or (c) if If the Offer (as it may have been extended pursuant to this Agreementin accordance with the terms hereof) shall have expired expires as a result of the non-satisfaction of one or more Offer Conditions (to the extent not waived pursuant to Section 1.01(c)), or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under Offer Closing in accordance with the terms of this Agreement) , in each case without the acceptance Merger Sub having accepted for payment by Merger Sub of any shares of Company Common Stock pursuant to the Offer; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.02(c) shall not be available to a any party if that party’s the non-satisfaction of any Offer Condition, or the termination or withdrawal of the Offer, has been principally caused by the material failure of such party to perform any of its covenants covenant required to be performed by such party at or agreements under this Agreement has been a principal cause of prior to the failure of the Acceptance Time to occur by the Outside DateOffer Closing.