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 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 Merger will not have been consummated by the End Date, whether such date is before or after the date the Requisite Company Vote is obtained; provided, however, that if all of the conditions to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(b) and Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation), the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, (b) the Requisite Company Vote has not 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 shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2 will not be available to any party that has breached in any material respect its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors written notice of either Parent (on behalf of the Buyer Parties) or the Company if Company, if: (a) the Merger will shall not have been consummated by the End Date11:59 p.m. (Eastern time) on September 18, 2018, whether such date is before or after the date the Requisite Company Vote Shareholder Approval is obtained; provided, however, that if all of the conditions to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(b) and Section 7.1(c) obtained (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation)such date, the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, "Termination Date"); (b) the Requisite Company Vote has Shareholders' Meeting shall have been held and completed and the Company Shareholder Approval shall not have been obtained at the Shareholders such Company Shareholders' Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement thereof; or (c) any Order Injunction issued by a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealableappealable (whether before or after the Company Shareholder Approval has been obtained); 61 provided, that the right to terminate this Agreement pursuant to this Section 8.2 will 6.2 shall not be available to any party that has breached in whose breach or failure to fulfill any material respect its obligations obligation under this AgreementAgreement has been the primary cause of, or the primary factor that resulted in, the circumstance enabling termination pursuant to this Section 6.2 on or before the Termination Date. Section 6.3.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger will shall not have been consummated by the End DateDecember 31, 2007, whether such date is before or after the date of adoption of this Agreement by the Requisite stockholders of the Company Vote is obtained; referred to in Section 7.1(a), provided, however, that if all of Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the conditions to Closing set forth in Article VII shall have been satisfied Merger by any Government Antitrust Entity or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(b6.5(e)(iii) and Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation)is applicable, the End Termination Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15beyond April 30, 20172008 (the "TERMINATION DATE"), (b) the Requisite Stockholders Meeting shall have been held (and not adjourned) and the adoption of this Agreement by the stockholders of the Company Vote has 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 thereat, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealableappealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided, provided that the right to terminate this Agreement pursuant to this Section 8.2 will shall not be available to any party that has breached in any material respect its obligations under this AgreementAgreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger will shall not have been consummated by March 31, 2007, or such other date as Parent and the End DateCompany agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of approval by the Requisite Company Vote is obtained; provided, however, that if all shareholders of the Company referred to in Section 7.1(a), but only if on the date of such extension all other conditions to the Closing set forth in Article VII shall have been satisfied or shall be then are readily capable of being satisfied, other than satisfied (the conditions set forth in Section 7.1(b) and Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation“Termination Date”), the End Date may be extended approval of this Agreement by Parent or the Company, by written notice shareholders of the Company referred to the other party, to a date in Section 7.1(a) shall not later than November 15, 2017, (b) the Requisite Company Vote has not have been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company); provided, provided that the right to terminate this Agreement pursuant to this Section 8.2 will shall not be available to any party that has breached in any material respect its obligations under this AgreementAgreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time whether before or after the adoption of this Agreement by stockholders of the Company referred to in Section 7.1(a), by action of the board Board of directors Directors of either Parent or the Company if (a) the Merger will shall not have been consummated by June 30, 2008 (the End “Termination Date, whether such date is before or after the date the Requisite Company Vote is obtained”); provided, however, that that, if all of the conditions to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions condition set forth in Section 7.1(b7.2(c) and Section 7.1(c) (butshall not have been satisfied solely by reason of a Required Governmental Consent that has been obtained but is not yet a Final Order, in the case Section 7.1(c), only if the applicable Order relates neither party may terminate this Agreement prior to the HSR Act 60th day after receipt of such Required Governmental Consent, or any other competition, merger control, antitrust or similar Law or regulation), the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, (b) the Requisite Company Vote has not 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 shall have become final and non-appealable; provided, provided that the right to terminate this Agreement pursuant to clause (a) of this Section 8.2 will shall not be available to any party that has breached in any material respect its obligations under this AgreementAgreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger will shall not have been consummated by (i) December 31, 2006, or (ii) if the End Dateconditions set forth in Section 7.1(b) have not been satisfied by December 31, 2006, but all other conditions set forth in Article VII are capable of being satisfied as of such date, then March 31, 2007, whether such date is before or after the date of approval by the Requisite Company Vote is obtained; provided, however, that if all stockholders of the conditions Company referred to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(b) and Section 7.1(c7.1(a) (but, in the case Section 7.1(c"TERMINATION DATE"), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation), the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, (b) the Requisite adoption of this Agreement by the stockholders of the Company Vote has referred to in Section 7.1(a) shall not have been obtained at the Shareholders Stockholders Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, PROVIDED that the right to terminate this Agreement pursuant to this Section 8.2 will shall not be available to any party that has breached in any material respect its obligations under this AgreementAgreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.