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 either Parent or the Company if: (a) the Merger shall not have been consummated by July 30, 2018 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent 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 in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of 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 either Parent or the Company if: Company, before or after the approval by stockholders of the Company, if (ai) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by July 30May 28, 2018 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(a8.2(ii) shall not be available to any party that has breached in whose failure to fulfill any of its material respect its obligations under this Agreement results in any manner that shall have been the primary cause of the failure of the Merger to be consummatedoccur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii).

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: if (a) the Merger shall not have been consummated by July 30June 15, 2018 (the “Termination Date”)2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the shareholders stockholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; thereof, or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(athe Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the Merger to be consummatedconsummation 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: if (ai) the Merger shall not have been consummated by July 30December 31, 2018 (the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and or Parent (the "Termination Date"), (ii) the approval of the Company's or Parent's stockholders of Parent referred to in required by Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; thereof, or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (diii) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders stockholders of the Company or the stockholders of Parent referred to in Section 7.1(aParent); provided provided, that the right to terminate this Agreement pursuant to 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 been proximately contributed to the primary cause occurrence of 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 shall not have been consummated by July 30May 15, 2018 2013 (the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to Section 8.2(athis clause (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 been proximately caused the primary cause occurrence of the failure of the Merger to be consummated; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which the applicable vote is taken; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Order.

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 either Parent or the Company if: (ai) there is in force a Law permanently restraining, enjoining or otherwise prohibiting the Merger and such Law shall have become final and non-appealable and not have been consummated by July 30, 2018 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred subject to in Section 7.1(a);challenge, (bii) the Company Requisite Vote Shareholder Approval shall not have been obtained at a meeting duly convened therefor by the earlier to occur of (i) the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon on such approval was taken (it being understood that, subject to the adoption terms and conditions of this Agreement was taken; Agreement, the Company shall be permitted to continue to adjourn or postpone any scheduled Shareholders Meeting to the extent that a quorum is not obtained with respect to such scheduled Shareholders Meeting) or (cii) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon date that is five (5) days prior to the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)Termination Date; provided that the right to terminate this Agreement pursuant to this Section 8.2(a6.2(ii) (A) shall not be available to the Company if the Company has breached the provisions of Section 4.2 or 4.4, and (B) shall not relieve the Company’s from its obligation to pay any amounts determined to be payable to Parent under Section 6.5 as and when due, or (iii) the Effective Time shall not have occurred on or before September 8, 2008 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 6.2(iii) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in any manner that shall have been the primary cause of the such failure of the Merger to be consummatedclose.

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: if (a) the Merger shall not have been consummated by July 30January 31, 2018 (the “Termination Date”)2006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); , provided, however, that in the event that, as of January 31, 2006, the conditions set forth in Section 7.1(b), 7.1(c), 7.2(c) or 7.2(d) have not been satisfied, the termination date may be extended from time to time by Parent or the Company one or more times to a date not beyond July 31, 2006 (such date, including any such extensions thereof, the “Termination Date”), provided, further, that if the condition set forth in Section 7.2(d) shall not have been satisfied solely by reason of a Required Governmental Consent that has been obtained but is not yet a Final Order, neither party may terminate this Agreement prior to the 60th day after receipt of such Required Governmental Consent, (b) the adoption of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, except for any Orders the existence of which would not result in the failure of the condition set forth in Section 7.1(c) (whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the Merger to be consummatedconsummation 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 by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30January 31, 2018 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders' Meeting or at any adjournment thereof, or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall not have been obtained at a meeting duly convened therefor issued an order, decree or at ruling or taken any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis paragraph (c) shall have used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to paragraph (a) of this Section 8.2, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of proximately contributed to the failure of to consummate the Merger to be consummatedby January 31, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the CPI Merger Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Merger Mergers shall not have been consummated by July 30October 31, 2018 2001 (the “"Termination Date”"), whether such date is before or after the date of adoption of this Agreement by the shareholders holders of Company Shares, (ii) the Company and the stockholders of Parent referred to in Section 7.1(a); (b) shall not have obtained the Company Requisite Vote shall not have been obtained upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof at which or as a vote upon result of a solicitation of consents pursuant to the adoption of this Agreement was taken; DGCL and the federal proxy rules, or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (diii) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the either Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the shareholders holders of the Company or the stockholders of Parent referred to in Section 7.1(aShares); provided provided, however, that the right to terminate this Agreement pursuant to Section 8.2(aclause (i) above shall not be available to any party that has breached in any material respect its material obligations under this Agreement in any manner that shall have been contributed to the primary cause occurrence of the failure of the Merger Mergers 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 either Parent or the Company if: if (ai) the Merger shall not have been consummated by July 30, 2018 (the “Termination Date”), whether such date there is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at force a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Law shall have become final and non-appealableappealable and not subject to challenge, whether before or after the adoption of this Agreement by the shareholders of (ii) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or the stockholders of Parent referred to in Section 7.1(a)any adjournment thereof; provided that the right to terminate this Agreement pursuant to this Section 8.2(a8.2(ii) (A) shall not be available to the Company if the Company has breached the provisions of Section 6.2 or 6.4, and (B) shall be subject to the Company’s obligation to pay any amounts determined to be payable to Parent under Section 8.5 as and when due, or (iii) the Effective Time shall not have occurred on or before June 30, 2007 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in such failure to close, and (B) the Termination Date for any manner termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in excess of thirty (30) days that shall have been the primary cause is required to obtain final SEC approval of the failure Proxy Statement (measured from the date of the Merger first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is cleared by the SEC to be consummatedmailed to the shareholders 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 if: if (a) the Merger shall not have been consummated by July March 31, 2007, or such other date as Parent and the Company 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, 2018 (2007 to the “Termination Date”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 adoption approval by the 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 have been or are readily capable of being satisfied (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(aCompany); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the Merger to be consummatedconsummation 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 shall not have been consummated by July 30, 2018 (the “Termination Date”), whether such date is before or after first anniversary of the date of adoption this Agreement, (the "Termination Date"); provided, however, that if 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 Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond eighteen months from the date of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a)Agreement; (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenCompany Stockholders Meeting; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was takenParent Stockholders Meeting; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided however, that the right to terminate this Agreement pursuant to this Section 8.2(a) 7.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of 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: if (a) the Merger shall not have been consummated by July April 30, 2018 (the “Termination Date”)2006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company and referred to in Section 7.1(a) (the “Termination Date”), (b) 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, (c) the approval of the issuance of the shares of Parent Common Stock in the Merger by the stockholders of the Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; thereof, or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the Merger to be consummatedconsummation 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 Time, whether before or after the 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 and by written notice if: (a) the Merger shall not have been consummated by July September 30, 2018 (the “Termination Date”)2005, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and (the stockholders of Parent referred to in Section 7.1(a“Termination Date”); (b) the Company Requisite Vote approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor the Company Meeting or at any adjournment or postponement thereof at which if a vote upon on the adoption of this Agreement was taken;Company Voting Proposal is taken at such Company Meeting or adjournment or postponement thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)the Company; provided provided, that the right to terminate this Agreement pursuant to 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 been proximately contributed to the primary cause occurrence of the failure of the Merger to be consummatedconsummated and provided, further, that, prior to or upon any termination by the Company pursuant to clause (b) above, the Company shall have paid to Parent any Termination Fee then due and payable under Section 9.5 under the terms specified therein.

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 either Parent Parent, by action of its board of directors, or the Company, by action of the Company if: Board, if (a) the Merger shall not have been consummated by July 30March 31, 2018 (the “Termination Date”)2013, whether such date is before or after the date of adoption of this Agreement by the shareholders of on which the Company and Requisite Vote is obtained (such date, as it may be extended pursuant to the stockholders of Parent referred to in Section 7.1(aprovisions hereof, the “Termination Date”); ; (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor such Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(aRequisite Vote has been obtained); provided , provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the primary direct, principal and proximate cause of the failure of to consummate the Merger to be consummatedMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by either Parent or the Company ifTime: (a) if the Merger shall has not have been consummated by July September 30, 2018 2015; provided, however, that if the Merger has not been consummated by September 30, 2015, but on such date all of the conditions set forth in Article VI shall have been satisfied or waived, other than the conditions set forth in Section 6.1(c), then neither party is permitted to terminate this Agreement pursuant to this Section 7.2 until December 31, 2015 (any such date, the “Termination Date”); provided, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restrainingfurther, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to Section 8.2(aunder this clause 7.2(a) shall not be available to any party that has breached to this Agreement whose breach of any representations or warranties set forth in this Agreement, or whose failure to fulfill any material respect of its obligations under hereunder, has been a principal cause of, or resulted in, the failure to consummate the Merger by such date; (b) if this Agreement in any manner that shall and the Statutory Merger Agreement have been submitted to the primary cause shareholders of the failure Company for approval and adoption at a duly convened Company Shareholders Meeting (or adjournment or postponement thereof), such Company Shareholders Meeting has been completed and the Requisite Company Vote is not obtained upon a vote taken thereon; (c) if any Laws prohibit consummation of the Merger to be consummatedMerger; or (d) if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30December 31, 2018 (the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders' Meeting or at any adjournment thereof, or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall not have been obtained at a meeting duly convened therefor issued an order, decree or at ruling or taken any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis paragraph (c) shall have used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to paragraph (a) of this Section 8.2, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of proximately contributed to the failure of to consummate the Merger to be consummatedby December 31, 2000.

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 ifCompany: (a) if the Merger shall not have been consummated by July 30December 31, 2018 (the “Termination Date”), 2005 whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and (the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a“Termination Date”); provided 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 been the primary cause of proximately contributed to the failure of the Merger to be consummatedconsummated 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 the Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (d) 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 Transactions may be abandoned at any time prior to by action of the Effective Time by board of directors of either Parent or the Company if: Company, and upon delivery of written notice to the other party if (a) the Merger shall Closing has not have been consummated occurred by July January 30, 2018 2014 (as it may be extended as described below in this Section 9.2(a), the “Termination Outside Date”); provided, whether such however, that if Parent or the Company determines that additional time is necessary in order to satisfy the HSR Condition, the Outside Date may be extended by Parent or the Company to a date is before or after not beyond April 30, 2014; provided, further, that the date of adoption of right to terminate this Agreement by pursuant to this Section 9.2(a) shall not be available to any party hereto that has breached its obligations under this Agreement in any manner that shall have proximately contributed to the shareholders failure of the Company and Closing to have occurred prior to the stockholders of Parent referred to in Section 7.1(a); Outside Date, (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(b) 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 existence of such Order or (c) this Agreement shall not have been duly adopted by holders of Shares constituting the primary cause of Company Requisite Vote at the failure of the Merger to be consummatedStockholders Meeting or any adjournment or postponement thereof.

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 either of the Requisite Company Vote and the Requisite Parent Vote, by action of the board of directors of either Parent or the Company if: (a) the First Merger shall not have been consummated by July 30April 29, 2018 2019 (the “Termination End Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the adoption of this Agreement by the stockholders of the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Company Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of taken in accordance with this Agreement was takenAgreement; (c) the approval by Parent’s stockholders of the issuance of Parent Requisite Vote Shares shall not have been obtained at a meeting duly convened therefor the Parent Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was takentaken in accordance with this Agreement; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the . 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 been proximately contributed to the primary cause occurrence of the failure of a condition to, or the Merger to be consummatedoccurrence of, the consummation of the First Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30December 31, 2018 (the “Termination Date”)1997, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 3.6 shall not have been obtained 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; thereof, or (c) the Parent Requisite Vote a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall not have been obtained at a meeting duly convened therefor issued an order, decree or at ruling or taken any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such 42 48 order, decree, ruling or other action shall have become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis clause (c) shall have used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of proximately contributed to the failure of to consummate the Merger to be consummatedMerger.

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 written notice to the other party approved by action of the board of directors or comparable governing body of either Parent or the Company Company, specifying the provision(s) of Section 7.2 pursuant to which the Agreement is being terminated, if: (a) the Merger shall not have been consummated by July 30May 15, 2018 2023 (the “Termination Date”), whether such date is before or after the date of ; (b) adoption of this Agreement by holders of Shares constituting the shareholders of the Requisite Company and the stockholders of Parent referred to in Vote, as required by Section 7.1(a6.1(a); (b) the Company Requisite Vote , shall not have been obtained in a vote held at a meeting duly convened therefor the Company Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting permanent injunction issued by any court of competent jurisdiction in the United States preventing the consummation of the Merger or any statute, rule, regulation or order, in each case, in the United States that in each case prohibits, makes illegal, or enjoins the consummation of the Merger, shall become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 7.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the consummation of the Merger and, in the case of a termination pursuant to be consummatedSection 7.2(a), a failure of the Closing to occur on or before the Termination Date.

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: if (ai) the Merger shall not have been consummated by July 30March 1, 2018 (the “Termination Date”)2006, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and (the “Termination Date”); (ii) the Stockholders Meeting shall not have been held by the Termination Date or the approval of the Company’s stockholders of Parent referred to in required by Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which thereof; provided, however, that the right to terminate this Agreement under this Section 8.2(ii) shall not be available to the Company where the failure to obtain Company stockholder approval shall have been caused by the action or failure to act by the Company and such action or failure to act constitutes a vote upon material breach by the adoption Company of this Agreement was taken; Agreement; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (diii) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(athe Company); provided provided, that the right to terminate this Agreement pursuant to 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 been proximately contributed to the primary cause occurrence of the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Acceptance Time by action of the board of directors of either Parent or the Company if: (a) the Merger Acceptance Time shall not have occurred by August 29, 2016; provided, that if the condition set forth in clause (i) of Annex B shall not have been consummated satisfied or waived (to the extent permitted by July 30this Agreement and under applicable Laws) prior to the Acceptance Time and each of the other applicable conditions set forth in Annex B shall have been satisfied or waived or remains capable of satisfaction, 2018 by mutual consent of the Company and Parent, the Termination Date may be extended through September 29, 2016 for the purpose of satisfying such condition (such date, including any permitted extensions thereof, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a);; or (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.3 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 been primarily contributed to the primary cause occurrence of the failure of such condition to the Merger to be consummatedconsummation of the Offer or 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 either Parent or the Company or Parent if: (a) the Merger shall not have been consummated by July 30October 14, 2018 2011 (the “Termination Date”), whether such date is before or after the date of adoption of Company Stockholder Approval is obtained; provided that the right to terminate this Agreement by pursuant to this Section 7.2(a) shall not be available to any party if the shareholders failure of the Company and Merger to have been consummated on or before the stockholders Termination Date was primarily due to the failure of Parent referred such party to in Section 7.1(a)perform any of its obligations under this Agreement; (b) the Stockholders Meeting shall have been held and completed and the Company Requisite Vote Stockholder Approval shall not have been obtained at a meeting duly convened therefor such Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(a7.2(c) shall not be available to any party that has breached in if the 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 material respect of its obligations under this Agreement in any manner that shall have been the primary cause of the failure of the Merger to be consummatedAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers 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: if (a) the Merger Mergers shall not have been consummated by July June 30, 2018 (the “Termination Date”)2001, whether such date is before or after the date of adoption of this Agreement by the shareholders receipt of the Company and Requisite Vote (the stockholders "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of Parent referred to the Governmental Consents described in Section 7.1(a); 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the Company Requisite Vote 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 at which a vote upon the adoption of this Agreement was taken; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Mergers shall become final and non-appealableappealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred Company) pursuant to in Section 7.1(a); 6.4, provided that the right to terminate this Agreement pursuant to Section 8.2(aclause (a) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in any manner that shall have been the primary cause of the failure of the Merger Mergers 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 trustees of either Parent or the Company if: if (ai) the Merger shall not have been consummated by July 30December 15, 2018 (the “Termination Date”)2006, whether such date is before or after the date of adoption of this Agreement approval by the shareholders of the Company and or Parent (the stockholders of Parent referred to in Section 7.1(a“Termination Date”); , (bii) the Requisite Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Company Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; thereof, (ciii) the Requisite Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor the Parent Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or thereof, or (div) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(aParent); provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of the failure of a condition to the Merger to be consummatedconsummation 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 by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July June 30, 2018 (the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 3.6 shall not have been obtained 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; thereof, or (c) the Parent Requisite Vote a court of competent jurisdiction or a Governmental Entity with authority over such matters shall not have been obtained at a meeting duly convened therefor issued an order, decree or at ruling or taken any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-non- appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(aclause (c) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of proximately contributed to the failure of to consummate the Merger to be consummatedMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and by any of the Merger may be abandoned Company or Parent at any time prior to the Effective Time by either Parent or the Company if: (a) the Merger shall not have been consummated by July 30, 2018 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders receipt of the Company Requisite Parent Vote): (a) 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 stockholders of Parent referred to in Section 7.1(a)other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement, such that has breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of conditions to the failure Closing of the Merger to set forth in Section 6.02(a) or Section 6.02(b), or Section 6.03(a) or Section 6.03(b), as applicable, would not be consummatedsatisfied, and has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (b) if at the duly convened Parent Shareholders Meeting, the Requisite Parent Vote shall not have been obtained (unless such Parent Shareholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

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: if (ai) the Merger shall not have been consummated by July 30March 31, 2018 (the “Termination Date”)1997, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and or Parent (the "Termination Date"), (ii) the approval of the Company's stockholders of Parent referred to in required by Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; thereof, (ciii) the Parent Requisite Vote 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 at which a vote upon the issuance of the Series C Common Stock was taken; or (div) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders stockholders of the Company or the stockholders of Parent referred to in Section 7.1(aParent); provided provided, that the right to terminate this Agreement pursuant to 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 been proximately contributed to the primary cause occurrence of the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned at any time prior to the Effective Time abandoned, by either Parent or the Company if: if (ai) the Merger shall not have been consummated by July September 30, 2018 2006 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a"TERMINATION DATE"); provided PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.2(a8.2(i) shall not be available to any party that has breached whose willful breach of a representation, warranty or covenant in any material respect its obligations under this Agreement in any manner that shall have has been the primary a principal cause of or resulted in the failure of the Merger to be consummatedconsummated on or before such date, (ii) any Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by Law; PROVIDED, HOWEVER, that the right to terminate this Agreement under this Section 8.2(iii) shall not be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been a principal cause of or resulted in the failure to obtain such approval.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to by action of the Effective Time by Board of Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by July 30January 31, 2018 1996 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to under this Section 8.2(a8.2(i) shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement in any manner that shall have has been the primary cause of or resulted in the failure of the Merger to be consummatedoccur on or before such date); (ii) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall 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; or (iii) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b). 8.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time Time, by action of either Parent the Board or the Company Parent board of directors if: (a) the Merger Offering Closing shall not have been consummated by July 305:00 p.m. (New York time) on the Outside Date; provided, 2018 (that the “Termination Date”), whether such date is before or after the date of adoption of right to terminate this Agreement by pursuant to this Section 10.2(a) shall not be available to any party (if the shareholders Offering Closing has occurred or (ii) that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the Company and failure of a condition to the stockholders consummation of Parent referred to in Section 7.1(a);the Offering Closing; or (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(a10.2(b) shall not be available to any party that has breached in any material respect its obligations under set forth in this Agreement in any manner that shall have been proximately contributed to the primary cause issuance of the failure of the Merger to be consummatedsuch Order.

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 written notice of either Parent (on behalf of the Buyer Parties) or the Company Company, if: (a) the Merger shall not have been consummated by July 3011:59 p.m. (Eastern time) on November 6, 2018 (the “Termination Date”)2015, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and Requisite Vote is obtained (such date, the stockholders of Parent referred to in Section 7.1(a“Termination Date”); (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor such Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the Parent Requisite Vote shall not have been obtained at any Injunction issued by a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance court of the Series C Common Stock was taken; or (d) any Law or Order competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of Company Requisite Vote has been obtained); provided, however, that the party seeking to terminate this Agreement by the shareholders of the Company or the stockholders of Parent referred pursuant to in this Section 7.1(a)8.2 shall have used commercially reasonable efforts to remove such Injunction; provided further, provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 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 Agreement in any manner that shall have has been the primary cause of the failure of any condition set forth in this Section 8.2 to have been satisfied on or before the Merger to be consummatedTermination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30March 31, 2018 (the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealablenonappealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis clause (d) shall have used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of proximately contributed to the failure of to consummate the Merger to be consummatedby March 31, 1998.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by either Parent or the Company ifTime: (a) if the Merger shall has not have been consummated by July 30August 12, 2018 2024 (the “Termination Outside Date”); provided, whether such date is before or after that the date of adoption of right to terminate this Agreement under this Section 7.2(a) shall not be available to any Party whose failure to fulfill any of its obligations has been a principal cause of, or resulted in, the failure to consummate the Merger by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a)such date; (b) if any Laws shall prohibit the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)Merger; provided that the right to terminate this Agreement pursuant to this Section 8.2(a7.2(b) shall not be available to any party Party that has breached in any material respect respects its obligations under Section 5.12; (c) if any Orders shall restrain, enjoin or otherwise prohibit consummation of the Merger, and such Orders shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to any Party that has breached in any manner that material respects its obligations under Section 5.12; or (d) if the Company Requisite Vote shall not have been obtained at the primary cause of the failure of the Merger to be consummatedCompany Stockholders Meeting held in accordance with 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 either Parent or the Company if: (a) the Merger shall not have been consummated by July 30November 29, 2018 2012 (the “"Termination Date”"), whether such date is before or after the date of adoption of Stockholder Approval is obtained; provided that the right to terminate this Agreement pursuant to this Section 7.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant or agreement in this Agreement has been the primary cause of the failure of the Merger to occur by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a)Termination Date; (b) the Company Requisite Vote Stockholders Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained at a meeting duly convened therefor such Stockholders Meeting or at any adjournment adjournment, postponement or postponement thereof at which a vote upon the adoption of this Agreement was taken;recess thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance Governmental Entity has denied approval of the Series C Common Stock was taken; or (d) Merger and such denial has become final and non-appealable or any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided provided, that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis paragraph (c) shall not be available have used its reasonable best efforts to any party that has breached contest, appeal and remove such denial or Order in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of the failure of the Merger to be consummatedaccordance with Section 5.6.

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 either Parent or the Company if: if (ai) any court or Governmental Entity of competent jurisdiction shall 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 non-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated by July 30received at the Stockholders Meeting duly called and held, 2018 or (iii) the Effective Time shall not have occurred on or before December 1, 2010 (the “Termination Date”); provided, whether such date is before that the Termination Date may be extended for up to an additional forty-five (45) days by either Parent or after the date of adoption of this Agreement by the shareholders of the Company and by written notice to the stockholders of Parent referred to in Section 7.1(a); (b) other party if the Company Requisite Vote Closing shall not have been obtained at a meeting duly convened therefor occurred because of failure to obtain approval from one or at any adjournment or postponement thereof at which a vote upon the adoption of more regulatory authorities whose approval is required in connection with this Agreement was taken; Agreement; provided, further, that (ci) the Parent Requisite Vote right to extend the Termination Date pursuant to Section 9.2 shall not have been obtained at a meeting duly convened therefor be available to any party if it is then in breach of its representations, covenants or at any adjournment or postponement thereof at which a vote upon agreements such that the issuance conditions in Article VIII hereof are incapable of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the adoption of this Agreement being satisfied by the shareholders of the Company or the stockholders of Parent referred to Termination Date as then in Section 7.1(a); provided that effect, and (ii) the right to terminate this Agreement pursuant to Section 8.2(a) 9.2 shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in any manner that shall have been the primary cause of the such failure of the Merger to be consummatedclose.

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 Board of Directors of Parent or the Company if: Board if (ai) the Merger shall not have been consummated by July September 30, 2018 (the “Termination Date”)2002, whether provided that such date is before or after shall be extended to November 15, 2002 if as of September 30, 2002 the date of adoption of this Agreement by Proxy Statement shall have been mailed to the shareholders of the Company, but the Company and Stockholders Meeting shall not have commenced as of September 30, 2002 (the stockholders of Parent referred to in Section 7.1(a"TERMINATION DATE"); ; (bii) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Company Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (diii) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)Requisite Vote; provided 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 that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of 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 either Parent or the Company if: if (ai) any court or Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order or other action shall have become final and non-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated by July 30, 2018 (received at the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company Stockholders Meeting duly called and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor held or at any adjournment or postponement thereof at which a the vote upon the adoption of this Agreement was taken; , or (ciii) the Parent Requisite Vote Effective Time shall not have occurred on or before July 16, 2013 (the “Termination Date”); provided, that the Termination Date may be extended to October 16, 2013 by either Parent or the Company by written notice to the other party if the Closing shall not have occurred by such date and on such date the conditions set forth in Section 8.1(c) have not been obtained at a meeting duly convened therefor satisfied or at any adjournment or postponement thereof at which a vote upon the issuance waived and each of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting other conditions to consummation of the Merger shall become final and non-appealableset forth in Article VIII has been satisfied, whether before waived or after the adoption remains capable of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a)satisfaction; provided provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(a) 9.2 shall not be available to any party that has breached in any whose willful and material respect its obligations under breach of this Agreement in any manner that shall have been was the primary proximate cause of the such failure of the Merger to be consummatedclose.

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 either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30, 2018 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (di) any Law Governmental Entity having jurisdiction over the Company, Parent, Holdings or Order Merger Sub shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such order, decree, ruling or other action shall have become final and non-appealable, whether before or after nonappealable; provided that the adoption of party seeking to terminate this Agreement by the shareholders of pursuant to this Section 8.2(i) shall have complied with its obligations under Section 6.5(a), (ii) the Company Shareholder Approval shall not have been received at the Special Meeting duly called and held or (iii) the stockholders of Parent referred to in Section 7.1(aEffective Time shall not have occurred on or before August 31, 2008 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to this Section 8.2(a8.2(iii) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in any manner that shall have been the primary cause of the such failure of the Merger to be consummatedoccur on or prior to such date; provided further, however, that, if the condition set forth in Section 7.1(c) shall not have been satisfied solely by reason of the failure of any Governmental Consent that has been obtained to have become a Final Order, neither party may terminate this Agreement prior to the 60th day after the date on which such Governmental Consent was obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by either Parent or the Company if:(notwithstanding any obtaining of Shareholder Approval): (a) if the Merger shall has not have been consummated by July 30on or before October 1, 2018 2014 (the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at a meeting duly convened therefor enacted, issued, promulgated, enforced or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) entered any Law or Order making illegal, permanently restraining, 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, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided however, that the right to terminate this Agreement pursuant to this Section 8.2(a8.2(b) shall not be available to any party that has breached in any material respect its obligations not used those efforts required under this Agreement in to resist, lift or resolve such Law, Order or any manner other Restraint (including under Section 6.3 of this Agreement); or (c) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Special Meeting and Shareholder Approval shall not have been obtained at the Special Meeting (including any adjournment or postponement thereof); provided that the Company may not terminate this Agreement pursuant to this Section 8.2(c) if the failure to obtain the Shareholder Approval shall have been caused by the primary cause action or failure to act of the Company, which action or failure to act constitutes a material breach of Section 6.2 of this Agreement by the Merger to be consummatedCompany.

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: if (a) the Merger shall not have been consummated by July 30February 28, 2018 (the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and (the stockholders of Parent referred "Termination Date"), provided, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in Section 7.1(a7.1(c); ; (b) the Company Requisite Vote 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 at which a vote upon the adoption of this Agreement was taken; thereof; or (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right to terminate this Agreement pursuant to 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 been caused the primary cause occurrence of the failure of the Merger to be consummatedconsummated or, in the case of the Company, its stockholder approval to be obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to (i) by action of the Effective Time by board of directors of either Parent or the Company if: (a) if the Merger shall not have been consummated by July 30August 31, 2018 (the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement approval by the shareholders stockholders of the Company and (the stockholders "Termination Date"), (ii) by action of the board of directors of Parent referred to in Section 7.1(a); (b) 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 at which a vote upon the adoption of this Agreement was taken; thereof, or (ciii) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance by action of the Series C Common Stock was taken; or (d) board of directors of either Parent or the Company if any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the shareholders stockholders of the Company or the stockholders of Parent referred to in Section 7.1(aParent); provided provided, that the right to terminate this Agreement pursuant to 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 been proximately contributed to the primary cause occurrence of 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 either Parent or the Company if: (a) the Merger Company Shareholder Approval shall not have been consummated received at the Shareholders Meeting duly called and held, (b) the Effective Time shall not have occurred on or before October 8, 2009 (provided that such date may be extended until December 9, 2009 by July 30Parent or the Company by written notice to the other party (given not later than September 24, 2018 2009) if the Closing shall not have occurred because of failure to obtain approval from one or more regulatory authorities whose approval is required in connection with this Agreement) (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote shall not have been obtained 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; (c) any court of competent jurisdiction in the Parent Requisite Vote United States or some other Government Entity shall not have been obtained at a meeting duly convened therefor issued an order, decree or at ruling or taken any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (d) applicable Law shall have been adopted, promulgated or issued prohibiting the consummation of the Merger shall become final and non-appealable, whether before or after the adoption of transactions contemplated by this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); as provided herein. provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement results in any manner that shall have been the primary cause of the such failure of the Merger to be consummatedclose.

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 shall not have been consummated by July 30August 31, 2018 (the “Termination Date”)2000, whether such date is before or after the date of adoption approval of this Agreement the Merger by the shareholders of Company Requisite Vote (the Company and the stockholders of Parent referred to in Section 7.1(a"TERMINATION DATE"); (b) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor the Company Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenthereof; (c) the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the adoption approval of this Agreement the Merger by the shareholders Company Requisite Vote; or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), and 7.2(e), as applicable, and such denial of the Company a request to issue such order, decree, ruling or the stockholders of Parent referred to in Section 7.1(a)take such other action shall have been final and nonappealable; provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the primary cause occurrence of 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 by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by July 30March 31, 2018 (the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company and the stockholders of Parent referred to in Section 7.1(a); (b) the Company Requisite Vote approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Requisite Vote approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof at which a vote upon the issuance of the Series C Common Stock was taken; or (d) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any Law or Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealablenonappealable; provided, whether before or after the adoption of this Agreement by the shareholders of the Company or the stockholders of Parent referred to in Section 7.1(a); provided that the right party seeking to terminate this Agreement pursuant to Section 8.2(athis clause (d) shall have used all reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of approximately contributed to the failure of to consummate the Merger to be consummatedby March 31, 1998.