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 Offer, Merger, and other transactions contemplated by this Agreement may be abandoned at any time prior to the Acceptance Time by action of the board of directors of either Parent or the Company if: (a) Merger Sub has not accepted Shares for payment pursuant to the Offer on or before November 30, 2012, (the “Termination Date”), (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to 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 proximately contributed to the occurrence of the event which gave rise to the termination right under this Section 8.2.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) Merger Sub has not accepted Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares for payment pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer on shall not have been consummated by December 31, 1998, whether such date is before or before November 30, 2012, after the approval by the stockholders of the Company or (the “Termination Date”), (bc) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company or Parent); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) or clause (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Tender Offer or the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before November have been consummated by June 30, 20121998, whether such date is before or after the date of approval by the stockholders of the Company (the “"Termination Date”"), (bii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealablenon- appealable (whether before or after the approval by the stockholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the event which gave rise Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by December 31, 2007, whether such date is before or after the Offer on or before November 30, 2012, date of approval by the shareholders of the Company (the “Termination Date”), ; (b) the approval of this Agreement by the Company’s shareholders required by Section 7.1(a) shall not have occurred at the Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or (c) after the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to approval by the Offershareholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach results in any manner that shall have proximately contributed to the occurrence failure of the event which gave rise Merger to be consummated by the termination right under this Section 8.2Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant have been consummated by December 31, 2006, whether such date is before or after the date of approval by the stockholders of the Company referred to the Offer on or before November 30, 2012, in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company), or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to 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 proximately contributed to the occurrence of the event which gave rise failure of a condition to the termination right under this Section 8.2consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant have been consummated by August 15, 2007, whether such date is before or after the date of approval by the stockholders of the Company referred to the Offer on or before November 30, 2012, in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting (or, in the case of any adjournment or postponement thereof, the latest such adjournment or postponement) or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company), or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to 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 proximately contributed to the occurrence of the event which gave rise failure of a condition to the termination right under this Section 8.2consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before have been consummated by November 30, 20122000, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the “"Termination Date”"), ; (b) the approval of the Company's or Parent's stockholders required by SECTION 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) or (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the event which gave rise failure of the Merger to be consummated or the termination right under this Section 8.2stockholder approval to be obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by January 31, 2008, whether such date is before or after the Offer on or before November 30, 2012, Requisite Company Vote is obtained (the “Termination Date”), provided, further, that the right to terminate this Agreement under Section 8.2(a) shall not be available to a party whose failure to fulfill any obligation under this Agreement materially contributed to the failure of the Effective Time to occur on or before such date, (b) the Requisite Company Vote shall not have been obtained upon a vote taken on this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the Requisite Company Vote is obtained), or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this under Section 8.2 8.2(c) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that unless such party shall have proximately contributed used its reasonable best efforts to oppose any such Order or have such Order vacated or made inapplicable to the occurrence of the event which gave rise to the termination right under this Section 8.2Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before November have been consummated by September 30, 20122006, whether such date is before or after the date of the adoption of this Agreement by the Shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the Shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or (c) after the Offer shall have terminated or expired adoption of this Agreement by the Shareholders of the Company referred to in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the OfferSection 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 8.2 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of a condition to the termination right under this Section 8.2consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (ai) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by December 31, 2001; (ii) the Offer on approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or before November 30, 2012, at any adjournment or postponement thereof; or (the “Termination Date”), (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or (c) after the Offer shall have terminated approval by the shareholders of the Company or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the Parent). The right to terminate this Agreement pursuant to this Section 8.2 clause (i) of the immediately preceding sentence shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: (ai) Merger Sub has the Effective Time shall not accepted Shares for payment pursuant to have occurred by 5:00 p.m. New York City Time on May 31, 2000, whether such date is before or after the Offer on or before November 30, 2012, (adoption of this Agreement by the “Termination Date”), (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation stockholders of the Merger shall become final and non-appealableCompany; provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the event which gave rise Merger to be consummated; (ii) the termination right under approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (iii) 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 Section 8.2Agreement by the stockholders of the Company).

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before November 30have been consummated by January 31, 2012, 2001 (the “"Termination Date”"), (bii) the adoption of this Agreement by the Company's shareholders required by Section 8.1(a) shall not have occurred at a meeting duly convened therefore or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the adoption or approval by the shareholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately approximately contributed to the occurrence failure of the event which gave rise Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Trustees of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by December 31, 1997 (except that such date shall be the Offer earlier of (A) March 31, 1998 or (B) the later of (x) the date on which the Shareholder Meeting is ultimately held, if the Shareholder Meeting is adjourned or before November 30, 2012, postponed until the first calendar quarter of 1998 or (y) the “Termination Date”date on which the condition set forth in Section 7.2(k) is satisfied), whether such date is before or after the date of approval by the shareholders of the Company; (bii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company; provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by August 31, 2003 whether such date is before or after the Offer on or before November 30, 2012, date of approval by the stockholders of the Company (the “"Termination Date”"), (b) the Company's stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders A-35 of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (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 proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (ai) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated 56 62 by December 31, 2001; (ii) the Offer on approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or before November 30, 2012, at any adjournment or postponement thereof; or (the “Termination Date”), (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or (c) after the Offer shall have terminated approval by the shareholders of the Company or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the Parent). The right to terminate this Agreement pursuant to this Section 8.2 clause (i) of the immediately preceding sentence shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by March 31, 1998, whether such date is before or after the Offer on or before November 30, 2012, date of approval by the shareholders of the Company (the “Termination Date”"TERMINATION DATE"), (bii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealablenon- appealable (whether before or after the approval by the shareholders of the Company); PROVIDED, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before November have been consummated by June 30, 2012, 2004 (the “"Termination Date”"), (b) the Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any Order adjournment or postponement thereof, or (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to 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 proximately contributed to the occurrence been a principal cause of the event which gave rise failure referred to the termination right under this Section 8.2in said clause.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Time Effective Date by action of the board Board of directors Directors of either Parent or the Company if: if (a) Merger Sub has the Transaction shall not accepted Shares for payment pursuant to have been completed by the Offer on Drop Dead Date, whether such date is before or before November 30, 2012, after the date of approval by the Company Securityholders (the “"Termination Date”"), ; (b) the approval of the Company Securityholders required by Section 7.01(c) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Transaction shall become final and non-appealable; provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (a) or (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the event which gave rise failure of the Transaction to be consummated or the termination right under this Section 8.2stockholder approval to be obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by August 31, 2003 whether such date is before or after the Offer on or before November 30, 2012, date of approval by the stockholders of the Company (the “Termination Date”), (b) the Company’s stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (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 proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Time (i) by action of the board of directors of either Parent or the Company if: (a) if the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by August 31, 2000, whether such date is before or after the Offer on or before November 30, 2012, date of approval by the stockholders of the Company (the “"Termination Date”"), (bii) by action of the board of directors of Parent or the Company, if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) 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 Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company or Parent); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment pursuant to the Offer on or before November have been consummated by April 30, 20121999, whether such date is before or after the date of approval by the stockholders of the Company; (the “"Termination Date”"), (bii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof (the "Company Shareholders Meeting") or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Arrangement may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) Merger Sub has the Arrangement shall not accepted Shares for payment pursuant to have been consummated by December 31, 2000, whether such date is before or after the Offer on or before November 30, 2012, date of approval by the shareholders of the Company (the “Termination Date”"TERMINATION DATE"), (bii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) the Bermuda Court shall fail to sanction the Scheme of Arrangement or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Arrangement shall become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company or Parent); PROVIDED, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the event which gave rise failure of the Arrangement to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Sub has shall not accepted Shares for payment pursuant to have been consummated by August 31, 2003 whether such date is before or after the Offer on or before November 30, 2012, date of approval by the stockholders of the Company (the “"Termination Date”"), (b) the Company's stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 clause (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 proximately contributed to the occurrence of the event which gave rise failure of the Merger to the termination right under this Section 8.2be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board Company Board of directors Directors or Parent Board of either Parent or the Company if: Directors if (a) Merger Sub has the Effective Time shall not accepted Shares for payment pursuant to the Offer on or before have occurred by November 30, 20122007, whether such date is before or after the date of the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4 (the “Termination Date”), ; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4 shall not have been obtained at the Company Meeting or (c) any Order injunction or similar restraint or order issued or entered by a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 8.2 6.2 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 proximately contributed caused the failure of a condition to the occurrence consummation of the event which gave rise to the termination right under this Section 8.2Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer, Merger, and other transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company if: if (ai) the Merger Sub has shall not accepted Shares for payment have been consummated by June 30, 2009, whether such date is before or after the date of approval by the shareholders of the Company (such date, as extended, if extended pursuant to the Offer on or before November 30following proviso, 2012, (the “Termination Date”); (ii) Company Shareholder Approval shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof, or (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company); provided, or (c) the Offer shall have terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to clause (i) of this Section 8.2 9.2 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 proximately contributed to has been the occurrence principal cause or resulted in the failure of the event which gave rise Merger to the termination right under this Section 8.2be consummated.