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 by Parent or the Company, before or after the approval by stockholders of the Company, if (i) 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 May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur 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, before or after the approval by stockholders of the Company, Company if (i) 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 May 28December 31, 19972000, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's or Parent's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)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, before or after the approval by stockholders of the Company, Company if (i) 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 May 28August 15, 19971998, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"); provided provided, however, that if either Parent or the Company determines that additional time is necessary in connection with obtaining any Governmental Consents, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond December 15, 1998, (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May 28June 15, 19972008, 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 stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of that has breached its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)Merger.

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 First Effective Time by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Initial Merger shall not have been consummated by October 22, 2017 (as it may be extended below, the “Termination Date”), whether such date is before or after the approval date of adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a); provided that if on such date any of the Required Governmental Consents shall not have been obtained, if the Termination Date may be extended one or more times by the Company or Parent from time to time by written notice to the other party up to a date (ior dates) on or before Xxxxx 00, 0000, (x) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken, or (c) any court of competent jurisdiction in the United States Law or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order Mergers shall have become final and nonappealablenon-appealable, provided, that whether before or after the party seeking to terminate adoption of this Agreement pursuant by the stockholders of the Company referred to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997in Section 7.1(a); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of the Initial Merger to occur 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)be consummated.

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 CompanyCompany if (i) the Mergers shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the approval adoption of this Agreement by stockholders holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the CompanyCompany stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and the federal proxy rules, if or (iiii) 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 consummation of either Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the adoption of this Agreement by holders of Company Shares); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderhowever, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have contributed to the occurrence of the failure of the Merger Mergers to occur 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)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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May 28April 30, 19972006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company 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) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any order permanently restraining, enjoining or otherwise prohibiting 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 referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of that has breached its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by January 31, before 2001, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur 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)January 31, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by either Parent or the Company, before or after Company at any time prior to the Effective Time (notwithstanding any approval thereof by the stockholders of the Company), if (ia) any court of competent jurisdiction in or other governmental body located or having jurisdiction within the United States or some other governmental body any country in which the Company, directly or regulatory authority indirectly, has material assets or operations, shall have issued an Order permanently a final order, injunction, decree, judgment or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such Order order, injunction, decree, judgment, ruling or other action is or shall have become final and nonappealable, provided, (b) the Offer shall have expired or terminated pursuant to the terms of this Agreement without the purchase of any Shares pursuant thereto; provided that Purchaser shall not have the party seeking right to terminate this Agreement pursuant to this clause if the termination or expiration of the Offer without the purchase of Shares thereunder is in violation of the terms of the Offer or of this Agreement, or (ic) shall have used all reasonable efforts if Purchaser has not purchased Shares pursuant to remove such Orderthe Offer prior to September 30, (ii) the Merger shall not have been consummated by May 281998, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclauses (b) or (c) shall not be available to any party whose failure (or the failure of whose Affiliate) to fulfill any of its material obligations obligation under this Agreement results or whose breach of a representation or warranty under this Agreement has resulted in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall Offer 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).being consummated. 8.3

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May 28January 31, 19972006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company 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 referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order 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 referred to in Section 7.1(a)); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of that has breached its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May 28September 30, 19972014, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a), provided that such date may be extended by Parent, at its option, to December 31, 2014 if the Closing shall not have occurred by such date and on such date the condition set forth in Section 7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders’ Meeting or at any adjournment or postponement of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)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, before or after the approval by stockholders of the Company, Company if (i) 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 May 28March 1, 19972006, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”); provided (ii) the Stockholders Meeting shall not have been held by the Termination Date or the approval of the Company’s stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement 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 material breach by the Company of this Agreement; or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May 28March 31, 19972007, 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, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of approval by the 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 referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the shareholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction there is in the United States or some other governmental body or regulatory authority shall have issued an Order force a Law permanently restraining, enjoining or otherwise prohibiting the Merger and such Order Law shall have become final and nonappealable, provided, that the party seeking non-appealable and not subject to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderchallenge, (ii) the Merger Company Shareholder Approval shall not have been consummated by May 28, 1997received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment thereof; provided that the right to terminate this Agreement pursuant to this Section 8.2(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 whose failure to fulfill any of its material obligations under this Agreement results in such failure to close, and (B) the failure Termination Date for any 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 is required to obtain final SEC approval of the Merger to occur on or prior to such date; Proxy Statement (iii) this Agreement shall have been voted on by stockholders measured from the date of the Company and first filing of the vote shall not have been sufficient preliminary Proxy Statement with the SEC until the date the Proxy Statement is cleared by the SEC to satisfy be mailed to the condition set forth in Section 7.1(a)(i) or (iv) shareholders of 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)(iiCompany).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 2000, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur 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)December 31, 2000.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1997, or after (b) the approval by stockholders 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, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order 42 48 order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur 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)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 Parent Parent, by action of its board of directors, or the Company, before or after the approval by stockholders action of the CompanyCompany Board, if (i) 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, (iia) the Merger shall not have been consummated by May 28March 31, 19972013, whether such date is before or after the date on which the Company Requisite Vote is obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement any manner that shall have been voted on by stockholders the direct, principal and proximate cause of the Company and failure to consummate 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)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by action of the board of directors of either Parent or the Company, before and upon delivery of written notice to the other party if (a) the Closing has not occurred by January 30, 2014 (as it may be extended as described below in this Section 9.2(a), the “Outside Date”); provided, however, that if Parent or after the approval Company determines that additional time is necessary in order to satisfy the HSR Condition, the Outside Date may be extended by stockholders Parent or the Company to a date not beyond April 30, 2014; provided, further, that the right to terminate this Agreement 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 failure of the CompanyClosing to have occurred prior to the Outside Date, if (ib) 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 consummation of 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 May 28, 1997non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii9.2(b) shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure existence of the Merger to occur on such Order or prior to such date; (iiic) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy duly adopted by holders of Shares constituting the condition set forth in Section 7.1(a)(i) Company Requisite Vote at the Stockholders Meeting 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)any adjournment or postponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders 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, if or (ic) the 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 (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur 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)March 31, 1998.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 7.3, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur 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)December 31, 1998.

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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May February 28, 19972000, whether such date is before or after the date of approval by the stockholders of the Company (the "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(c); provided (b) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; 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 Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have caused the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders be consummated or, in the case of the Company and the vote shall not have been sufficient Company, its stockholder approval 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)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 the Effective Time by action of the board of directors of either Parent or the CompanyCompany if (i) the Merger shall not have been consummated by March 31, 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "TERMINATION DATE"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or (iv) any 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 nonappealablenon-appealable (whether before or after the approval by the stockholders of the Company or Parent); PROVIDED, 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 May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned by Parent or at any time prior to the CompanyEffective Time, before or after the approval of this Agreement by stockholders the holders of Shares referred to in Section 8.1(a), by action of the Company, Board of Directors of Parent or of the Company if (ia) the Merger shall not have been consummated by June 30, 1997, or (b) any court of competent jurisdiction in the United States or some any other governmental governmental, regulatory or administrative agency, body or regulatory authority commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealablenon-appealable; PROVIDED, providedHOWEVER, that the party seeking to terminate this Agreement pursuant to this clause (ib) shall have used all reasonable efforts to remove such Orderinjunction, (ii) the Merger shall not have been consummated by May 28order or decree; PROVIDED, 1997; provided that FURTHER, the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) above, shall not be available to any party whose failure to fulfill perform or observe in any material respect any of its material obligations under this Agreement results in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or prior to before 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 trustees of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) 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 May 28December 15, 19972006, whether such date is before or after the date of approval by the shareholders of the Company or Parent (the “Termination Date”), (ii) the Requisite Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof, (iii) the Requisite Parent Vote shall not have been obtained at the Parent Shareholders Meeting or at any adjournment or postponement thereof, or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the shareholders of the Company or Parent); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation 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)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) 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 May 28September 30, 19972006 (the "TERMINATION DATE"); provided PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.2(ii8.2(i) shall not be available to any party whose failure to fulfill any willful breach of its material obligations under a representation, warranty or covenant in this Agreement results has been a principal cause of or resulted in the failure of the Merger to occur be consummated on or prior to before such date; , (iiiii) this Agreement any Governmental Entity shall have been voted on by stockholders of issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Company and parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting 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 material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have been voted on become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by stockholders of Parent and Law; PROVIDED, HOWEVER, that the vote right to terminate this Agreement under this Section 8.2(iii) shall not have be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been sufficient a principal cause of or resulted in the failure to satisfy the condition set forth in Section 7.1(a)(ii)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 the Effective Time by Parent or the Company, before or after the approval by stockholders action of the Company, if Board of Directors of the Company or by action of the members of Parent if: (i) 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, (iia) the Merger shall not have been consummated by May 28March 30, 19972012, whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (such date, the “Termination Date”); provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if the Company has the right to terminate this Agreement pursuant to Section 8.3(b); (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any 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 referred to in Section 7.1(a)), provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have been the primary cause of, or the primary factor that resulted in, the failure of a condition to the consummation of the Merger to occur have been satisfied on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of before 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 Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders 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, if or (ic) the 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 (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have approximately contributed to the failure of to consummate the Merger to occur 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)March 31, 1998.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent Governmental Entity having jurisdiction in over the United States Company, Parent, Holdings or some other governmental body or regulatory authority Merger Sub shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable, provided, ; provided that the party seeking to terminate this Agreement pursuant to this clause (iSection 8.2(i) shall have used all reasonable efforts to remove such Ordercomplied with its obligations under Section 6.5(a), (ii) the Merger Company Shareholder Approval shall not have been consummated by May 28received at the Special Meeting duly called and held or (iii) the Effective Time shall not have occurred on or before August 31, 19972008 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii8.2(iii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur 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 provided further, however, that, if the condition set forth in Section 7.1(a)(i7.1(c) 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 satisfied solely by reason of the failure of any Governmental Consent that has been obtained to satisfy have become a Final Order, neither party may terminate this Agreement prior to the condition set forth in Section 7.1(a)(ii)60th day after the date on which such Governmental Consent was obtained.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) 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 May 28September 30, 19972006 (the "Termination Date"); provided provided, however, that the right to terminate this Agreement pursuant to under this Section 8.2(ii8.2(i) shall not be available to any party whose failure to fulfill any willful breach of its material obligations under a representation, warranty or covenant in this Agreement results has been a principal cause of or resulted in the failure of the Merger to occur be consummated on or prior to before such date; , (iiiii) this Agreement any Governmental Entity shall have been voted on by stockholders of issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Company and parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting 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 material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have been voted on become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by stockholders of Parent and Law; provided, however, that the vote right to terminate this Agreement under this Section 8.2(iii) shall not have be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been sufficient a principal cause of or resulted in the failure to satisfy the condition set forth in Section 7.1(a)(ii)obtain such approval.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court or Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority 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 nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Ordernon-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated received at the Stockholders Meeting duly called and held or at any adjournment or postponement thereof at which the vote was taken, or (iii) the 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 May 28either 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 satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VIII has been satisfied, 1997waived or remains capable of satisfaction; provided provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 9.2 shall not be available to any party whose willful and material breach of this Agreement was the proximate cause of such failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur 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)close.

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, before or after the approval by stockholders of the Company, Company if (i) 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, (iia) the Merger shall not have been consummated by May February 28, 19972000, whether such date is before or after the date of approval by the stockholders of the Company (the "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(c); provided (b) the approval of the Company's stockholders required by SECTION 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; 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 Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have caused the occurrence of the failure of the Merger to occur on be consummated or prior the stockholder approval 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)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 the Effective Time by action of either the Board of Directors of Parent or the Company, before or after the approval by stockholders of the Company, Company Board if (i) 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 May 28September 30, 19972002, provided that such date shall be extended to November 15, 2002 if as of September 30, 2002 the Proxy Statement shall have been mailed to the shareholders of the Company, but the Company Stockholders Meeting shall not have commenced as of September 30, 2002 (the "TERMINATION DATE"); provided (ii) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (iii) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)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 CompanyCompany if (i) the Merger shall not have been consummated by March 31, 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or (iv) any 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, non-appealable (whether before or after the approval by the stockholders of the Company or Parent); 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 May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur 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)be consummated.