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: (a) if the Merger shall not have been consummated by December 31, 2005 whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated by the Termination Date. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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: Company if (ai) if the Merger shall not have been consummated by December 31February 28, 2005 1999, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”)Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the right Merger by any Government Entity, the Termination Date may be extended by Parent to terminate a date not beyond April 30, 1999 (the "Termination Date"), (ii) the adoption of this Agreement pursuant to this by Company's stockholders required by Section 8.2(a7.1(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated by the Termination Date. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. , or (ciii) if 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); provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the event that would otherwise give rise to a right to terminate 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 either the Parent Board of Directors of either Parent or the Company: Company Board if (ai) if the Merger shall not have been consummated by December 31, 2005 1999 (the "Termination Date"), whether such date is before or after the date of approval of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shall have rejected the Merger and the Merger Agreement at the Company Stockholder Meeting, if required, or at any adjournment or postponement thereof; or (iii) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company (the “Termination Date”Requisite Vote, if required); provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 802 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 Time, whether before or after adoption of this Agreement by the stockholders of the Company or Merger Sub, by action of the Board of Directors of either Parent or the CompanyCompany if: (a) if the Merger shall not have been consummated by December 31, 2005 whether such the date that is before or 120 days after the date of approval by the stockholders of the Company hereof (the “Termination Date”); provided, however, that if at such time the conditions set forth in Section 7.1(a) are not at that time satisfied, then the Termination Date shall mean the date that is 270 days after the date hereof; and provided, further that that the right to terminate this Agreement pursuant to this Section 8.2(aclause (a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Date.consummated; or (b) if any Order issued by a Governmental Entity of competent jurisdiction in a country where the Company Stockholder Approval shall not and its Subsidiaries or Guarantor and its Subsidiaries have been obtained at the Company Stockholders Meeting duly convened therefor any operations or at derive any reconvened meeting following an adjournment or postponement thereof. (c) if any Order revenues 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)appealable.

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 CompanyCompany if: (a) if the Merger shall not have been consummated by December 31September 30, 2005 whether such date is before 2002 (the "TERMINATION DATE"); (b) the Required Company Vote shall not have been obtained at the Company Stockholder Meeting or after at any adjournment or postponement thereof; (c) the date of approval by Required Parent Vote shall not have been obtained at the stockholders Parent Stockholder Meeting or at any adjournment or postponement thereof; or (d) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Company (the “Termination Date”)Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 Trustees of either Parent or the Company: Company if (ai) if the Merger shall not have been consummated by December 31, 2005 1997 (except that such date shall be the earlier of (A) March 31, 1998 or (B) the later of (x) the date on which the Shareholder Meeting is ultimately held, if the Shareholder Meeting is adjourned or postponed until the first calendar quarter of 1998 or (y) the date on which the condition set forth in Section 7.2(k) is satisfied), whether such date is before or after the date of approval by the stockholders shareholders of the Company Company; (ii) the “Termination Date”)approval of the Company's shareholders 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 (iii) 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 shareholders of the Company; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 board of Directors directors of either Parent or the CompanyCompany if: (a) if the Merger shall not have been consummated by December August 31, 2005 2017 (as such date may be extended pursuant to Section 9.5(c), the “End Date”), whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company (the “Termination Date”referred to in Section 7.1(a); provided, however, that the right to terminate this Agreement pursuant to under this Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the if such failure of the Merger Closing to be consummated occur on or prior to the End Date is principally caused by or is the Termination Date.result of a material breach of this Agreement by such party; (b) if the Requisite Company Stockholder Approval Vote shall not have been obtained after a vote with respect to adoption of this Agreement shall have been taken at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof.of the Stockholders Meeting; or (c) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect, or shall have taken any other action, in each case that is final and non-appealable and has the effect of permanently restraining, enjoining or otherwise prohibiting consummation by it of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a)).

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 board of Directors directors of either Parent or the Company: Company if: (ai) if the Merger Effective Time shall not have been consummated occurred by December 5:00 p.m. New York City Time on May 31, 2005 2000, whether such date is before or after the date adoption of approval this Agreement by the stockholders of the Company (the “Termination Date”)Company; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (i) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated consummated; (ii) the approval of the Company's stockholders required by the Termination Date. (bSection 7.1(a) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. ; or (ciii) if any Order permanently restraining, enjoining enjoining, or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company).

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 board of Directors directors of either Parent or the Company: Company if (ai) if the Merger shall not have been consummated by December March 31, 2005 1998, whether such date is before or after the date of approval by the stockholders shareholders of the Company (the “Termination Date”"TERMINATION DATE"), (ii) the approval of the Company's shareholders 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 (iii) 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 shareholders of the Company); provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 board of Directors directors of either Parent or the Company: Company if (ai) if the Merger shall not have been consummated by December March 31, 2005 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the “Termination Date”"TERMINATION DATE"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have 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 (iv) any Order permanently restraining, enjoining or otherwise prohibiting the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 CompanyCompany if: (a) if the Merger shall not have been consummated by December 31September 30, 2005 whether such date is before 2002 (the "Termination Date"); (b) the Required Company Vote shall not have been obtained at the Company Stockholder Meeting or after at any adjournment or postponement thereof; (c) the date of approval by Required Parent Vote shall not have been obtained at the stockholders Parent Stockholder Meeting or at any adjournment or postponement thereof; or (d) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Company (the “Termination Date”)Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Dateconsummated. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 board of Directors directors of either Parent or the Company: Company if (a) if the Merger shall not have been consummated by December 31September 30, 2005 2006, whether such date is before or after the date of approval the adoption of this Agreement by the stockholders Shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated by the Termination Date. (b) if the adoption of this Agreement by the Shareholders of the Company Stockholder Approval referred to in Section 7.1(a) shall not have been obtained at the Company Stockholders Shareholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. thereof or (c) if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders Shareholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to Section 8.2(a) shall not be available to any party that has breached its obligations under this Agreement 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: Company if (ai) if the Merger shall not have been consummated by December 31February 28, 2005 1999, whether such date is before or after the date of approval by the stockholders of the Company Company; PROVIDED, HOWEVER, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the “Termination Date”"TERMINATION DATE"); provided, however, that (ii) the right to terminate adoption of this Agreement pursuant to this by Company's stockholders required by Section 8.2(a7.1(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated by the Termination Date. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. , or (ciii) if 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); PROVIDED, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the event that would otherwise give rise to a right to terminate 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 of either Parent or the Company: Company if (a) if the Merger shall not have been consummated by December 31November 30, 2005 2000, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the “"Termination Date”"); (b) the approval of the Company's or Parent's stockholders 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (a) or (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the failure of the Merger to be consummated by or the Termination Datestockholder approval to be obtained. (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (c) if 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).

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 board of Directors directors of either Parent or the Company: Company if (a) if the Merger shall not have been consummated by December March 31, 2005 2006, whether such date is before or after the date of the approval and adoption of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Merger to be consummated by the Termination Date. (b) if the approval and adoption of this Agreement by the shareholders of the Company Stockholder Approval referred to in Section 7.1(a) shall not have been obtained at the Company Stockholders Shareholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. thereof if a vote on the Merger is taken at such Shareholders Meeting or adjournment or postponement thereof or (c) if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval and adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.