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

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April 30, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or lifted.

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 board of directors of the Company if (i) the Merger shall not have been consummated by April 30, 2000the Termination Date (as defined below), whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a)Company; provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and approval of the approval referred to in Company's stockholders required by Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided howeverPROVIDED, HOWEVER, that Parent shall if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Company may not be permitted to terminate the this Agreement pursuant to this clause (ii) if Parent until a date that is not less than 90 days after the date of such vote, or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided PROVIDED, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted inoccurrence of the failure of the Merger to be consummated. For purposes hereof, the failure to consummate "TERMINATION DATE" shall be July 24, 2001; provided, however, that if the Merger shall have not been consummated by July 24, 2001 solely by reason of the date referred to in clause (i) of this Section 9.2 andS-4 Registration Statement not having been declared effective under the Securities Act, providedthe Termination Date shall be September 24, 2001; provided further, however, that in the event that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order S-4 Registration Statement is permitted to be vacateddeclared effective under the Securities Act without prior SEC review, withdrawn or liftedthe Termination Date shall be April 24, 2001.

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 board of directors of the Company if (ia) the Merger shall not have been consummated by April 30May 18, 20002015 (as it may be extended below, the “Termination Date”), whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a); providedprovided that, however, (i) if either the Company or Parent determines that if additional time is necessary in connection with obtaining a request for additional information is received Required Governmental Consent from the United States Federal Trade Commission FCC or the Antitrust Division any PUC listed in Section 7.2(c) of the United States Department Parent Disclosure Letter and foreign Governmental Entities listed in Section 7.2(c) of Justice the Company Disclosure Letter or in connection with the expiration of the waiting period pursuant to the HSR Act Act, the Termination Date may be extended by either Parent or additional information is requested the Company from time to time by a governmental authority (a "Foreign Authority") pursuant written notice to the antitrustother up to a date not beyond August 17, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, 2015 and (ii) if the Termination Date has been extended to August 17, 2015, the Termination Date may be extended further by the mutual written agreement of Parent and the Company Stockholders Meeting from time to time up to a date not beyond November 13, 2015, which date or dates pursuant to clauses (i) or (ii) of this Section 8.2, as extended from time to time, shall have been convenedthereafter be deemed to be the Termination Date, held and completed and (b) the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained thereat occurred at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate thereof at which a vote upon the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)Agreement was taken, (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (appealable, whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; , provided that the right to terminate this Agreement pursuant to clause (i) above this Section 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 proximate cause offailure of the Merger to be consummated, or resulted in, (d) the failure to consummate FCC adopts a hearing designation order in respect of the Merger transactions contemplated by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedAgreement.

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 board of directors of the Company if (i) the Merger shall not have been consummated by April 30, 2000the nine month anniversary of the date of this Agreement (the "Termination Date"), whether such this date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from and/or after the United States Federal Trade Commission or the Antitrust Division date of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division approval of the United States Department Parent Requisite Resolutions and Parent Director Resolutions by shareholders of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer ConditionsParent; provided that the right to terminate this Agreement pursuant to this clause (i) above shall not be available to any party that has breached Party whose failure to fulfill in any material respect its obligations under this Agreement has caused or resulted in any manner that the Merger to have been consummated, on or before the Termination Date; (ii) a Governmental Entity of competent jurisdiction shall have been enacted any Law or issued a final non-appealable permanent injunction or order that prohibits the proximate cause of, or resulted in, consummation of the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, Merger; provided that the right to terminate this Agreement pursuant to this clause (iiiii) of this Section 9.2 shall not be available to any party that Party who has breached its covenant in Section 7.4 to use not used commercially reasonable best efforts to prevent such Order this Law from being enacted or this injunction or order from being issued and or this injunction or order is due to use commercially reasonable best efforts to cause such Order to be vacateda material breach by that Party of its obligations under this Agreement; (iii) the Company Requisite Vote shall not have been obtained at a duly held Company Stockholders Meeting, withdrawn including any adjournments or liftedpostponements; or (iv) the Parent Requisite Vote shall not have been obtained at a duly held Parent Shareholders Meeting, including any adjournments or postponements.

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 Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April 30February 1, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the certification by Parent and/or the Company, as applicable, to be in substantial compliance that Parent and/or the Company, as applicable, have substantially complied with such request for additional informationrequest, but in any event not later than May 31Marcx 0, 20000000, (iixx) the xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; , provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or lifted.

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 board of directors of the Company if (ia) the Merger shall not have been consummated by April 30March 6, 20002007 (the "Termination Date"), whether such date is before or after the date of approval by the shareholders or stockholders of the Company referred to in Section 8.1(a)or Parent, respectively; provided, however, that that, if a request for additional information is received from the United States Federal Trade Commission Parent or the Antitrust Division Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by Parent or the Company one or more times by written notice to the other party up to a date not beyond September 6, 2007, which date shall thereafter be deemed to be the Termination Date, (b) the approval of this Agreement by the United States Department Company's shareholders required by 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 this Agreement was taken, (c) the approval of Justice Parent's stockholders necessary for the issuance of Parent Common Stock required to be issued pursuant to the HSR Act or additional information is requested Merger as required by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause thereof at which a vote on such issuance was taken or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiid) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the approval referred to in Section 8.1(a)) by the shareholders or (iv) if the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent, respectively); provided that the right to terminate this Agreement pursuant to clause (ia) 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 the proximate cause of, or resulted in, proximately contributed to the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

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 Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by April 30February 28, 20002002, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 8.1(a(the "Termination Date"); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (ithis Section 8.2(i) above shall not be available to any party whose failure to perform any of its obligations under this Agreement primarily contributes to the failure of the Merger to be consummated by such time; provided, further, that the Termination Date may be extended not more than sixty (60) days by either party by written notice to the other party if the Merger shall not have been consummated as a direct result of the condition set forth in Section 7.1(c) failing to have been satisfied and the extending party reasonably believes that the relevant approvals will be obtained during such extension period; (ii) any order of any Governmental Entity permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, whether before or after the approval by the shareholders of the Company; provided, that, the party seeking to terminate this Agreement pursuant to this Section 8.2(ii) shall have used commercially reasonable best efforts to prevent the entry of and to remove such order; or (iii) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; provided, that, the right to terminate this Agreement pursuant to Section 8.2(iii) shall not be available to the Company or Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, materially contributed to the failure to consummate of the Merger by the date referred to in clause (i) be consummated or of this Section 9.2 and, any condition thereof not to be satisfied; provided, further, that any termination by the right to terminate this Agreement Company pursuant to clause (iiiSection 8.2(iii) shall be subject to payment to Parent of this the Company Termination Amount pursuant to Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated8.6(c), withdrawn or liftedif applicable.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger Transaction may be abandoned at any time prior to the Effective Time by action of the Board of either Parent or the board of directors of the Company if (ia) the First Merger shall not have been consummated by April 30the date that is seven months following the date of this Agreement (or if the second provisio in this Section 7.2(a) shall apply, 2000the Extended End Date) (the latest such date, the “End Date”), whether such date is before or after the date of the adoption and approval of this Agreement and the First Merger by the stockholders of the Company referred to in Section 8.1(a)Company’s Stockholders; provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division that, if, as of the United States Department of Justice pursuant End Date, all conditions set forth in Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (other than those that are to be satisfied by action taken at the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority"Closing) pursuant to other than the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"condition set forth in Section 6.1(c), then such the Company or Parent may extend the End Date until the date shall be extended to the 30th day that is 12 months following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, Agreement (the Merger and the transactions contemplated hereby as required by Section 7.3(a“Extended End Date”), (iii) any Order permanently restraining, enjoining by providing written notice to the other party or otherwise prohibiting before the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer ConditionsEnd Date; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, however, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 7.2(a) shall not be available to any party that has breached its covenant whose breach of any provision of this Agreement results in the failure of the First Merger to be consummated by the End Date or the Extended End Date, (b) the Company Stockholder Approval required by Section 6.1(a) shall not have been obtained at the Company Stockholder Meeting (after giving effect to all adjournments or postponements thereof), (c) the Parent Stockholder Approval required by Section 6.1(b) shall not have been obtained at the Parent Stockholder Meeting (after giving effect to all adjournments or postponements thereof) or (d) any Governmental Authority of competent jurisdiction shall have issued an order, decree, injunction or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction and such order, decree or ruling or other action shall have become final and nonappealable, whether before or after the adoption and approval of this Agreement by the Company’s Stockholders referred to in Section 7.4 6.1(a) (provided, that the party seeking to use commercially terminate this Agreement pursuant to this Section 7.2(d) shall have used its reasonable best efforts to prevent remove such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacatedinjunction, withdrawn restraint or liftedother action in compliance with Section 5.1(a)).

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by April 30October 31, 2000, whether such 2002 (which date is before may be extended by Parent or after the date of approval by the stockholders of the Company referred from time to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant time by written notice to the HSR Act or additional information is requested by other to a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May December 31, 20002002 if the Merger shall not have been consummated as a result of the failure to satisfy the condition set forth in Section 7.1(b) (the "Termination Date")), (iib) the Company Stockholders Meeting shall have been convened, held and completed and approval of the approval referred to in Company's stockholders required by Section 8.1(a7.1(a)(i) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that (c) the approval of the holders of Parent shall not be permitted to terminate the Agreement pursuant to this clause (iiCommon Stock required by Section 7.1(a)(ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially been obtained at a meeting duly convened therefor or of record by them in favor of approval and adoption of this Agreementat any adjournment or postponement thereof, the Merger and the transactions contemplated hereby as required by Section 7.3(a), or (iiid) any Order Law permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred by the stockholders of the Company and Parent), or (e) the Company shall have received written notice from Parent that Pillsbury Winthrop LLP will not be able to deliver the opinion described in Section 8.1(a)7.2(d)(ii) of this Agreement and, after 30 days from the date of such notice, Fenwick & West LLP has not delivered or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditionsindicated in writing that it is prepared to deliver such opinion to Parent; provided provided, that the right to terminate this Agreement pursuant to clause (ia) 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 the proximate a principal cause of, or resulted in, of the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedsaid clause.

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 board of directors of the Company if (i) the Merger shall not have been consummated by April September 30, 20002005, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a(the “Termination Date”); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall not have been convenedheld, held and completed and or the vote of the Company’s stockholders contemplated by Section 6.4 has not been taken, by the Termination Date or the approval referred to in of the Company’s stockholders required by Section 8.1(a7.1(a) shall not have been obtained thereat at the Stockholders Meeting or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), which must grant a regulatory approval required for consummation of the Merger has denied such approval and such denial has become final, whether orally or in writing (provided that nothing here shall be construed to require any of the parties hereto to appeal such denial to a court or other tribunal) or any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany); provided that (A) the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause be consummated and (iB) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iiiii) of this Section 9.2 above shall not be available to any party that the Company if the Company has breached in any material respect its covenant obligations under Section 6.4 of this Agreement in any manner that shall have proximately contributed to the Stockholders Meeting not having been held, or the vote of the Company’s stockholders contemplated by Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated6.4 not having been taken, withdrawn or liftedby the Termination Date.

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 Time by action of Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by April 30February 28, 20002011, whether such date is before or after the date of approval the adoption of this Agreement by the Stockholders of the Company referred to in Section 8.1(a) (such date, as it may be extended pursuant to this Section 9.2, the “Termination Date”); provided, that if on February 28, 2011 any of the conditions to Closing in Article VIII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the Termination Date from February 28, 2011 to April 30, 2011 (which shall then be the “Termination Date”); provided, further, that (A) Parent shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if the Company has the right to terminate this Agreement pursuant to Section 9.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if Parent has the right to terminate this Agreement pursuant to Section 9.4(b)); provided, further, that neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(a) if the Offer Closing occurs prior to the Termination Date; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat at such Stockholders Meeting or at any adjournment or postponement thereof; provided howeverprovided, that that, neither Parent shall not be permitted to nor the Company may terminate the this Agreement pursuant to this clause (iiSection 9.2(b) if Parent the Offer Closing shall have occurred; or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions); provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party whose failure to fulfill any obligation or other breach under this Agreement has been the primary cause of, or the primary factor that has breached its covenant in Section 7.4 resulted in, the failure of any Tender Offer Condition or a condition to use commercially reasonable best efforts the consummation of the Merger to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn have been satisfied on or liftedbefore 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 board of directors of the Company if (ia) the Merger shall has not have been consummated by April 30the first anniversary of the date of this Agreement (the “Termination Date”); provided that if Parent or the Company determines that additional time is necessary to obtain any of the Material Company Regulatory Consents , 2000the Material Parent Regulatory Consents, whether such the Required Regulatory Approvals (as defined in the Asset Sale Agreement) or the Required Regulatory Approvals (as defined in the Partnership Interest Purchase Agreement), or if all of the conditions to Parent’s obligations to consummate the Merger shall have been satisfied or shall be then capable of being satisfied (other than the condition set forth in Section 8.1(f)), the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party up to a date is before or not beyond 18 months after the date of this Agreement, any of which dates shall thereafter be deemed to be the Termination Date; (b) the approval of this Agreement by the Company’s stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested required by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall will not have been obtained thereat or at any adjournment or postponement thereofa duly convened Company Stockholders Meeting at which a vote upon this Agreement was taken; provided however, that (c) the approval of Parent’s stockholders necessary to approve the issuance of Parent shall not Common Stock required to be permitted to terminate the Agreement issued pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), 8.1(a) will not have been obtained at a duly convened Parent Stockholders Meeting at which a vote on such issuance was taken; (iiid) any Order of a court in the United States permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall will have become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) appealable; or (ive) if the Offer terminates Asset Sale Agreement or expires on account of the failure of any of the Offer ConditionsPartnership Interests Purchase Agreement is terminated in accordance with its terms; provided that the right to terminate this Agreement pursuant to clause (i) above shall this Section 9.2 will not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall will have been the proximate cause of, or resulted in, proximately contributed to the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

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 Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by April 30March 4, 20002013, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a) (the “Termination Date”); provided, however, that if a request for additional information is received from the United States Federal Trade Commission Termination Date may be extended by either Parent or the Antitrust Division Company upon written notice to the other party if, as of the United States Department of Justice pursuant Termination Date, (i) all conditions to the HSR Act Closing have been satisfied or additional information is requested by a governmental authority waived (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards other than those that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, are to be satisfied by action taken at the Closing) other than the conditions set forth in substantial compliance with such request for additional information, but in any event Section 7.1(b) or Section 7.1(c) and which have not later than May 31, 2000, been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at the Stockholders Meeting or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate of the Stockholders Meeting taken in accordance with this Agreement pursuant to this clause or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions); provided that the right to terminate this Agreement pursuant to clause (i) above this Section 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 proximate cause of, or resulted in, occurrence of the failure of a condition to consummate the Merger by consummation of the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedMerger.

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 board of directors of the Company if (i) the Merger shall not have been consummated by prior to April 309, 2000, whether such date is before or after 2000 (the date of approval by the stockholders of the Company referred to in Section 8.1(a"Termination Date"); provided, however, that either party shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 90 days if a request for additional information all other conditions to consummation of the Merger are satisfied or capable of then being satisfied and the sole reason that the Merger has not been consummated by such date is received from that either (A) the United States Federal Trade Commission condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Antitrust Division Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the United States Department of Justice pursuant relevant Governmental Entities to the HSR Act give such consents or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investmentapprovals in court or through other applicable proceedings, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to (B) the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice condition set forth in Section 7.1(d) has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, been satisfied; (ii) the Company Stockholders Meeting shall have been convenedheld and completed and the adoption of this Agreement by the Company's stockholders referred to in Section 7.1(a) shall not have occurred; (iii) the issuance of the aggregate Merger Consideration is required to be approved by Parent's stockholders pursuant to the rules or listing policies of the NYSE, the Parent Stockholders Meeting shall have been held and completed and the approval of the issuance of the Merger Consideration pursuant to this Agreement referred to in Section 8.1(a7.1(a) shall not have been obtained thereat occurred; or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiiiv) any Order of a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn consummated on or liftedbefore 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 Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by April 30December 31, 20002001, whether such date is before or after the date of approval by the stockholders shareholders of Parent or the Company referred to in Section 8.1(a(the "TERMINATION DATE"); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (ithis Section 8.2(i) above shall not be available to any party whose failure to perform any of its obligations under this Agreement primarily contributes to the failure of the Merger to be consummated by such time; provided, further, that the Termination Date may be extended not more than thirty (30) days by either party by written notice to the other party if the Merger shall not have been consummated as a direct result of the condition set forth in Section 7.1(c) failing to have been satisfied and the extending party reasonably believes that the relevant approvals will be obtained during such extension period; (ii) any order of any Governmental Entity permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, whether before or after the approval by the shareholders of Parent or the Company; provided, that, the party seeking to terminate this Agreement pursuant to this Section 8.2(ii) shall have used commercially reasonable best efforts to prevent the entry of and to remove such order; (iii) the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; or (iv) the Parent Vote shall not have been obtained at a meeting duly convened therefor, including any adjournments or postponements thereof; provided, that, the right to terminate this Agreement pursuant to Section 8.2(iii) or 8.2(iv) shall not be available to the Company or Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, materially contributed to the failure to consummate of the Merger by the date referred to in clause (i) be consummated or of this Section 9.2 and, any condition thereof not to be satisfied; provided, further, that any termination by the right to terminate this Agreement Company pursuant to clause (iiiSection 8.2(iii) shall be subject to payment to Parent of this the Company Termination Amount pursuant to Section 9.2 8.6(c), if applicable, and that any termination by Parent pursuant to Section 8.2(iv) shall not be available subject to any party that has breached its covenant in payment to the Company of the Parent Termination Amount pursuant to Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated8.7(c), withdrawn or liftedif applicable.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated (upon notice from the terminating party to the other party) and the Merger may be abandoned at any time prior to the Effective Time Closing by action of either Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by April June 30, 20002006, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a(the “Termination Date”); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted right to terminate the this Agreement pursuant to this clause (iia) if Parent or shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Merger Sub to be consummated by the Termination Date; (b) the approval of the Merger Proposal by the stockholders of the Company shall not have voted all Shares then owned beneficially been obtained upon a final vote taken at the Special Meeting or at any duly held adjournment or postponement thereof; provided, that the right to terminate pursuant to this clause (b) shall not be available to any party whose breach of record by them any provision of this Agreement results in favor the failure to obtain such approval of the stockholders, and provided further, that the right to terminate pursuant to this clause (b) shall not be available to the Company until two days following the date on which the stockholders of the Company failed to approve the Merger Proposal at the Special Meeting (or at any duly held adjournment or postponement thereof) if prior thereto the Company Board shall have withdrawn or modified in a manner adverse to Parent its approval and adoption or recommendation of this Agreement, or (following the Merger and the transactions contemplated hereby as required public announcement by Section 7.3(a), a third party of an Alternative Proposal) failed to reconfirm its recommendation of this Agreement within three business days after written request by Parent to do so; or (iiic) any Order order, decree or ruling by any court of competent jurisdiction in the United States or other Governmental Entity in the United States permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedCompany).

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 (i) by action of the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April June 30, 20001999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination Date"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) by action of the Board of Directors of either Parent or the Company Stockholders Meeting shall have been convened, held and completed and if the approval referred to in Section 8.1(a) Company Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) by action of the Board of Directors of either Parent or the Company if the Parent Requisite Vote shall not have been obtained at a meeting duly convened therefore or at any adjournment or postponement thereof, (iv) at any time prior to the Effective Time (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), by action of the Board of Directors of either Parent or the Company, as the case may be, in the event of any of (A) a breach by the other party of any representation or warranty contained herein (subject to the standard set forth in Section 7.2(a) or 7.3(a), as the case may be), which breach cannot be or has not been cured within 20 days after the giving of written notice to the breaching party of such breach; (B) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to the breaching party of such breach; or (C) a Company Material Adverse Effect exists (in which case Parent may terminate this Agreement) or a Parent Material Adverse Effect exists (in which case the Company may terminate this Agreement), or (v) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by April 30October 31, 20002004, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from and the United States Federal Trade Commission or Parent (the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination Date"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided howeverprovided, that Parent shall not be permitted the right to terminate the this Agreement pursuant to this clause (iia) if Parent shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure of the Merger to be consummated by the Termination Date, (b) the approval of (i) the Merger Proposal or Merger Sub Recapitalization Proposal by the stockholders of the Company entitled to vote thereon shall not have voted all Shares then owned beneficially been obtained at the Company Special Meeting or at any duly held adjournment or postponement thereof, or (ii) the Issuance by the stockholders of record by them in favor Parent shall not have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, provided, that the right to terminate pursuant to this clause (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)stockholders, (iiic) the approval of the Note Cancellation by the holders of Company Notes shall not have been obtained or (d) any Order order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, Company or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or lifted.Parent). 49

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 Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by April 30October 5, 20001998, whether such date is before or after the date of approval by the stockholders of the Company referred to or Parent (the "Termination Date"); provided that the Termination Date shall automatically be extended for six months if, on October 5, 1998: (i) any of the conditions set forth in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission 7.1(c) has not been satisfied or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000waived, (ii) each of the Company Stockholders Meeting other conditions to the consummation of the Merger set forth in Article VII has been satisfied or waived or can readily be satisfied, and (iii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) any Governmental Consents shall have been convened, held and completed and made or obtained by Final Orders which contain terms or conditions that would cause the approval referred to condition set forth in Section 8.1(a7.1(c) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not to be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)satisfied, (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall have become final and non-appealable (appealable, whether before or after the approval referred to in Section 8.1(a)by the stockholders of the Company or Parent, (d) the Company Requisite Vote shall not have been obtained at the duly held Stockholders Meeting, including any adjournments thereof, or (ive) if the Offer terminates or expires on account of Parent Requisite Vote shall not have been obtained at the failure of duly held Parent Stockholders Meeting, including any of the Offer Conditionsadjournments thereof; provided that the right to terminate this Agreement pursuant to clause (ia), (b), (d) or (e) 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 proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

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 (i) by action of the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April September 30, 20001998, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination Date"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) by action of the Board of Directors of Parent if (x) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Common Stock Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent thereof or (y) Merger Subsidiary shall not be permitted to terminate have commenced the Agreement pursuant to this clause (ii) if Parent or Merger Sub Tender Offer and the Tender Offer shall not have voted all Shares then owned beneficially or been consummated by the sixtieth day from the date of record by them in favor commencement of approval and adoption the Tender Offer (including, for purposes of this Agreementcalculating such 60 days, the Merger and date of commencement of the transactions contemplated hereby Tender Offer as required by Section 7.3(athe first day), (iii) by action of the Board of Directors of the Company at any time after 150 days from December 21, 1997, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iv) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided provided, that the right to terminate this -55- 62 Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Tender Offer or the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

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 board of directors of the Company if (ia) the Merger shall not have been consummated by April 30March 6, 20002007 (the "Termination Date"), whether such date is before or after the date of approval by the shareholders or stockholders of the Company referred to in Section 8.1(a)or Parent, respectively; provided, however, that that, if a request for additional information is received from the United States Federal Trade Commission Parent or the Antitrust Division Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by Parent or the Company one or more times by written notice to the other party up to a date not beyond September 6, 2007, which date shall thereafter be deemed to be the Termination Date, (b) the approval of this Agreement by the United States Department Company’s shareholders required by 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 this Agreement was taken, (c) the approval of Justice Parent’s stockholders necessary for the issuance of Parent Common Stock required to be issued pursuant to the HSR Act or additional information is requested Merger as required by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause thereof at which a vote on such issuance was taken or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiid) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the approval referred to in Section 8.1(a)) by the shareholders or (iv) if the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent, respectively); provided that the right to terminate this Agreement pursuant to clause (ia) 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 the proximate cause of, or resulted in, proximately contributed to the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

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 (i) by action of Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by April September 30, 20001999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); (provided, however, that if a request for additional information is received from the United States Federal Trade Commission all conditions to Closing have been satisfied or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act waived on or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrustbefore September 30, competition1999, foreign investmentother than obtaining all Governmental Consents, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended past September 30, 1999 for up to three additional one-month periods at the 30th day following the date when the United States Federal Trade Commission request of either Parent or the Antitrust Division of Company) (the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000"Termination Date"), (ii) by action of the board of directors of Parent if the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Common Stock Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) by action of the board of directors of the Company at any time if, at a meeting duly convened therefor or at any adjournment or postponement thereof, the Company Common Stock Requisite Vote shall not have been obtained and Section 8.3(a) is not applicable, or (iv) by action of the board of directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Tender Offer or the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by April 30October 31, 20002004, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from and the United States Federal Trade Commission or Parent (the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTERMINATION DATE"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided howeverPROVIDED, that Parent shall not be permitted the right to terminate the this Agreement pursuant to this clause (iia) if Parent shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure of the Merger to be consummated by the Termination Date, (b) the approval of (i) the Merger Proposal or Merger Sub Recapitalization Proposal by the stockholders of the Company entitled to vote thereon shall not have voted all Shares then owned beneficially been obtained at the Company Special Meeting or at any duly held adjournment or postponement thereof, or (ii) the Issuance by the stockholders of record by them in favor Parent shall not have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, PROVIDED, that the right to terminate pursuant to this clause (b) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)stockholders, (iiic) the approval of the Note Cancellation by the holders of Company Notes shall not have been obtained or (d) any Order order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, Company or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedParent).

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger Amalgamation and the Sub Amalgamation may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of either Parent or the Company if (ia) the Merger Amalgamation or the Sub Amalgamation shall not have been consummated by April 30January 31, 20002005, whether such date is before or after the date of approval by the stockholders of on which the Company referred to in Section 8.1(a)Shareholder Approval is received; provided, however, that if a request for additional information is received in the event that, as of January 31, 2005, the condition set forth in either Section 4.1(b) has not been satisfied, the Termination Date may be extended from the United States Federal Trade Commission time to time by either Parent or the Antitrust Division of Company one or more times to a date not beyond July 31, 2005 (January 31, 2005, or, if extended, such later date, the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"“Termination Date”), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (iib) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Shareholder Approval shall not have been obtained thereat at the Shareholders Meeting after a vote thereon has been taken, or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer Amalgamation or the Merger Sub Amalgamation shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account receipt of the failure of any of the Offer ConditionsCompany Shareholder Approval); provided provided, that the right to terminate this Agreement pursuant to clause (ia) above shall not be available to any party that has breached in any material respect its obligations under this Agreement, the Amalgamation Agreement or the Sub Amalgamation Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order Amalgamation or Sub Amalgamation to be vacated, withdrawn or liftedconsummated.

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 board of directors of the Company if (i) the Merger shall not have been consummated by April 30prior to December 31, 2000, whether such date is before or after 1999 (the date of approval by the stockholders of the Company referred to in Section 8.1(a"Termination Date"); provided, however, that either party shall have the option ----------------- -------- ------- to extend the Termination Date (and all references herein to the Termination Date shall mean such extended date) for an additional period of time not to exceed 90 days if a request for additional information the reason that the Merger has not been consummated by such date is received from that either (A) the United States Federal Trade Commission condition set forth in Section 7.2(d) has not been satisfied due to the lack of expiration or the Antitrust Division termination of the United States Department of Justice pursuant to waiting period under the HSR Act or additional information is requested by a governmental authority (a the "Foreign AuthorityWaiting Period") or the failure to obtain the necessary -------------- consents and approvals under applicable Competition Laws and Parent or the Company are still attempting to achieve the expiration or termination of the Waiting Period or to obtain such necessary consents and approvals under applicable Competition Laws or are contesting whether the Waiting Period has expired or been terminated or the refusal of the relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings, or (B) the condition set forth in Section 7.1(c) has not been satisfied due to any Order that has been enacted, issued, promulgated, enforced or entered by any Governmental Entity pursuant to the antitrust, competition, foreign investment, applicable Competition Laws or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect due to the Merger (collectively, "Foreign Merger institution or threatened institution by any Governmental Entity of any proceeding seeking any such Order pursuant to applicable Competition Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, ; (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval adoption of this Agreement by the Company's stockholders referred to in Section 8.1(a7.1(a) shall not have been obtained thereat occurred; or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany); provided provided, that the right to terminate this -------- Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, proximately contributed to the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn consummated on or liftedbefore 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 board of directors of the Company if (i) the Merger shall not have been consummated by April 30, 2000the eight month anniversary of the date of this Agreement (the "Termination Date"), whether such this date is before or after the date of approval of this Agreement by the stockholders shareholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to this clause (i) above shall not be available to any party that has breached whose failure to fulfill in any material respect its obligations under this Agreement has caused or resulted in any manner that the failure of the Merger to have been consummated on or before the Termination Date; (ii) a Governmental Entity of competent jurisdiction shall have been enacted any Law or issued a final non-appealable permanent injunction or order that prohibits the proximate cause of, or resulted in, consummation of the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, Merger; provided that the right to terminate this Agreement pursuant to this clause (iiiii) of this Section 9.2 shall not be available to any party that who has breached its covenant in Section 7.4 to use commercially not used reasonable best efforts to prevent such Order this injunction or order from being issued and or this injunction or order is due to use commercially reasonable best efforts to cause a material breach by a party of its obligations under this Agreement; (iii) the Company Requisite Vote shall not have been obtained at a duly held Company Shareholders' Meeting after such Order to be vacatedCompany Shareholders' Meeting has been held, withdrawn including any adjournments or liftedpostponements; or (iv) if Parent Shareholder Approval is required, such Approval shall not have been obtained at a meeting of Parent shareholders, duly held, after such meeting has been held (or has not been obtained by written consent of shareholders).

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 Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by April 30October 12, 20002012, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a); provided7.1(a) (such date, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice as it may be extended pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to provisions hereof, the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"“Termination Date”), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Companyprovided, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (ithis Section 8.2(a) 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 the proximate cause of, or resulted in, materially contributed to the failure of a condition to consummate the consummation of the Merger by to have been satisfied on or before the date referred to in clause (i) of this Section 9.2 andTermination Date, provided, further, that if, on the Termination Date, the condition to the Closing set forth in Section 7.1(c) shall not have been satisfied but all other conditions to the Closing shall have been satisfied or are capable of being satisfied, then either party may extend the Termination Date by an additional 60 days by delivering written notice to the other party of such extension; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) if the failure to obtain the Company Requisite Vote is attributable to a failure on the part of such party to perform any material obligation required to be performed by such party; 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 stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 8.2(c) shall not be available to any party that has breached not used its covenant in Section 7.4 to use commercially reasonable best efforts to prevent contest, appeal and remove such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedOrder.

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 (i) by action of the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April September 30, 20001998, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTERMINATION DATE"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) by action of the Board of Directors of Parent, if the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) by action of the Board of Directors of 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 and prior to or at the time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its shareholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (iv) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if if: (ia) the Merger shall not have been consummated by April 30March 31, 20001999, whether such date is before provided that the right to terminate this Agreement under this clause (a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or after resulted in the date of approval by the stockholders failure of the Company referred Merger to in Section 8.1(a); occur on or before such date, and provided, howeverfurther, that if a request for additional information is received from in the United States Federal Trade Commission or event that the Antitrust Division failure of the United States Department Merger to occur on or before March 31, 1999 is the result of Justice (i) a delay attributable to any transaction permitted pursuant to the HSR Act Section 7.5(c) or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and failure of any of the approval referred to conditions set forth in Section 8.1(a8.1(b), 8.1(c) shall not have been obtained thereat or at any adjournment 8.2(e) to be satisfied or postponement thereof; provided howeverwaived prior to March 31, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if 1999, either Parent or Merger Sub shall the Company may extend such date to June 30, 1999 and, if such conditions have not have voted all Shares then owned beneficially been satisfied or waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of record being satisfied by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(asuch date), (iiib) any Order court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Offer Merger and such order, decree, ruling or the Merger other action shall have become final and non-appealable nonappealable, (whether before c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or after the approval referred prior to in Section 8.1(a)) March 31, 1999, or (ivd) if this Agreement and the Offer terminates transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or expires on account prior to March 31, 1999. In addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the failure Board of Directors of Parent if any of the Offer Conditions; provided that Stockholders shall have breached any of their representations, covenants or obligations under the right to terminate this Voting Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 and such breach shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedcurable.

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 (i) by action of the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April September 30, 20001998, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination Date"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) by action of the Board of Directors of Parent, if the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Common Stock Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) by action of the Board of Directors of the Company, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, (iv) by action of the Board of Directors of the Company at any time after 180 days from the date hereof, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of such meeting any Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (v) by action of the Board of Directors of either -50- 57 Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account stockholders of the failure of any of the Offer ConditionsCompany or Parent); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been proximately contributed to the proximate cause of, or resulted in, occurrence of the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if if: (ia) the Merger shall not have been consummated by April 30March 31, 20001999, whether such date is before provided that the right to terminate this Agreement under this clause (a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or after resulted in the date of approval by the stockholders failure of the Company referred Merger to in Section 8.1(a); occur on or before such date, and provided, howeverfurther, that if a request for additional information is received from in the United States Federal Trade Commission or event that the Antitrust Division failure of the United States Department Merger to occur on or before March 31, 1999 is the result of Justice (i) a delay attributable to any transaction permitted pursuant to the HSR Act Section 7.5(c) or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and failure of any of the approval referred to conditions set forth in Section 8.1(a8.1(b), 8.1(c) shall not have been obtained thereat or at any adjournment 8.2(e) to be satisfied or postponement thereof; provided howeverwaived prior to March 31, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if 1999, either Parent or Merger Sub shall the Company may extend such date to June 30, 1999 and, if such conditions have not have voted all Shares then owned beneficially been satisfied or waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of record being satisfied by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(asuch date), (iiib) any Order court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Offer Merger and such order, decree, ruling or the Merger other action shall have become final and non-appealable nonappealable, (whether before c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or after the approval referred prior to in Section 8.1(a)) March 31, 1999, or (ivd) if this Agreement and the Offer terminates transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or expires on account prior to March 31, 1999. In 72 addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the failure Board of Directors of Parent if any of the Offer Conditions; provided that Stockholders shall have breached any of their representations, covenants or obligations under the right to terminate this Voting Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 and such breach shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedcurable.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time Closing by action of either Parent or the board Company, by giving written notice of directors of such termination to the Company if other Party, if: (ia) the Merger Closing shall not have been consummated by April 30occurred on or prior to November 11, 2000, whether such date is before or after 2024 (the date of approval by the stockholders of the Company referred to in Section 8.1(a“Outside Date”); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division as of the United States Department Outside Date any of Justice pursuant the conditions to Closing set forth in Section 6.1(b) (solely as it relates to any applicable Antitrust Laws) or Section 6.1(c) (solely as it relates to any applicable Antitrust Laws) have not been satisfied or, to the HSR Act or additional information is requested extent permitted by a governmental authority (a "Foreign Authority") pursuant applicable Law, waived but all other conditions to Closing set forth in Article VI have been satisfied or, to the antitrustextent permitted by applicable Law, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards waived (except for those conditions that require pre-merger notifications or filings with respect by their nature are to be satisfied at the Merger (collectively, "Foreign Merger Laws"Closing), then such date the Outside Date shall be automatically extended without further action by the Parties to February 11, 2025 (the “First Extended Outside Date”) (and in the case of such extension, any reference to the 30th day following Outside Date in this Agreement shall be a reference to the date when the United States Federal Trade Commission or the Antitrust Division First Extended Outside Date); provided, further, that if as of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of First Extended Outside Date any of the Offer Conditionsconditions to Closing set forth in Section 6.1(b) (solely as it relates to any applicable Antitrust Laws) or Section 6.1(c) (solely as it relates to any applicable Antitrust Laws) have not been satisfied or, to the extent permitted by applicable Law, waived but all other conditions to Closing set forth in Article VI have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), then the First Extended Outside Date shall be automatically extended without further action by the Parties to May 11, 2025 (the “Second Extended Outside Date”) (and in the case of such extension, any reference to the Outside Date in this Agreement shall be a reference to the Second Extended Outside Date); provided provided, further, that the right to terminate this Agreement pursuant to clause (ithis Section 7.2(a) above 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 proximate cause of, or resulted in, occurrence of the failure of a condition to consummate the Merger by consummation of the date referred to in clause Transactions; or (ib) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of this Section 9.2 and, provided, further, the Transactions shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 7.2(b) shall not be available to any party Party that has breached in any material respect its covenant obligations under this Agreement in Section 7.4 any manner that shall have proximately contributed to use commercially reasonable best efforts the occurrence of the failure of a condition to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedthe consummation of the Transactions.

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 Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by April 30December 31, 20002010, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the "Termination Date"); provided, however, that if a request for additional information is received from in the United States Federal Trade Commission event that the Marketing Period has not been completed on or before December 23, 2010, the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date Termination Date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May January 31, 20002011; provided further, 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); (iib) the Company Stockholders Meeting shall have been convened, held and completed and adoption of this Agreement by the approval stockholders of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at such Stockholders Meeting or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided ), provided, that the right to terminate this Agreement pursuant to clause (i) above this Section 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 proximate primary cause of, or the primary factor that resulted in, the failure of a condition to consummate the consummation of the Merger by to have been satisfied on or before the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedTermination 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 board of directors of the Company if (ia) the Merger shall not have been consummated by April 30the Termination Date, 2000as defined below, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this AgreementAgreement by holders of Company Stock, the Merger and the transactions contemplated hereby as required by Section 7.3(a), or (iiib) any Order order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to in Section 8.1(aadoption of this Agreement by holders of Company Stock)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (ia) 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 proximately contributed to the proximate cause of, or resulted in, occurrence of the failure of the Merger to be consummated. For purposes of this Agreement, "Termination Date" means February 28, 2002, provided that such date may be extended to April 1, 2002 by written notice from an authorized officer of Parent to the Company, received by the Company on or before February 28, 2002, certifying that: (x) as of February 28, 2002, a regulatory approval set forth in Section 7.01(b) has not yet been obtained or the Parent has not yet consummated or completed an offering in connection with the raising of capital by Parent for the payment of the Merger Consideration set forth in Article III; (y) Parent (A) has written binding commitments for funds or (B) reasonably and in good faith expects to raise funds in a rights offering as to which a registration statement has been filed with the SEC, which (A) and (B) together will be sufficient to fund the amount of capital required for it to consummate the transactions contemplated by this Agreement while remaining "well capitalized" as defined in the applicable bank holding company capital regulations, such binding written commitments to require funding on or before April 1, 2002, such binding written commitments to be provided by entities with adequate liquid resources to fund such commitments in accordance with their terms, with funding under such binding written commitments subject only to (A) the passage of time through no later than April 1, 2002, and/or (B) the conditions to Parent's obligations to consummate the Merger by the date referred being satisfied or waived on or prior to in clause April 1, 2002; and (iz) copies of this Section 9.2 and, provided, further, that the right such written binding commitments are attached to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedwritten notice.

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 Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by April 30February 13, 20002011, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a) (such date, as it may be extended pursuant to this Section 8.2, the “Termination Date”), provided, that if on February 13, 2011 any of the conditions to Closing in Article VII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the termination date from February 13, 2011 to May 13, 2011 (which shall then be the “Termination Date”); provided, howeverfurther, that if a request for additional information is received from (A) Parent shall not have the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice right to terminate this Agreement pursuant to this Section 8.2(a) if the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") Company has the right to terminate this Agreement pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"Section 8.3(b), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, and (iiB) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if Parent has the right to terminate this Agreement pursuant to Section 8.4(b)); (b) the Stockholders Meeting shall have been convened, held and completed and adoption of this Agreement by the approval stockholders of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at such Stockholders Meeting or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a7.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and), provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 8.2 shall not be available to any party whose failure to fulfill any obligation or other breach under this Agreement has been the primary cause of, or the primary factor that has breached its covenant in Section 7.4 resulted in, the failure of a condition to use commercially reasonable best efforts the consummation of the Merger to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn have been satisfied on or liftedbefore 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 board of directors of the Company if (i) whether or not the approval by the shareholders of the Company referred to in Section 7.1(a) shall have occurred, the Merger shall not have been consummated by April 30, 2000, whether such date is before or after within 240 days from the date of approval by this Agreement (the stockholders of the Company referred to in Section 8.1(a"Termination Date"); provided, however, that either Parent or the Company shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 125 days if a request for additional information is received the sole reason that the Merger has not been consummated within 240 days from the United States Federal Trade Commission date of this Agreement is that either (A) the condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Antitrust Division Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the United States Department of Justice pursuant relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings or (B) the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority"condition set forth in Section 7.1(d) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, been satisfied; (ii) the Company Stockholders Shareholders Meeting shall have been convened, held and completed and the approval referred to in adoption of this Agreement by the Company's shareholders required by Section 8.1(a7.1(a) shall not have been obtained thereat occurred; or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval referred to in Section 8.1(a)) or (iv) if by the Offer terminates or expires on account shareholders of the failure of any of the Offer ConditionsCompany); provided provided, that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, proximately contributed to the failure to consummate of the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be vacated, withdrawn or liftedconsummated.