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 Mergers may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill any obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June September 30, 20012014, whether such date is before or after the date of receipt approval of this Agreement by the shareholders of the Company Requisite Vote (the "Termination Date"referred to in Section 7.1(a), provided that the Termination Date shall such date may be automatically extended by Parent, at its option, to March December 31, 2002 if, 2014 if the Closing shall not have occurred by such date and on June 30, 2001: (x) any of such date the Governmental Consents described condition set forth in Section 7.1(e7.2(c) have has not been obtained satisfied or waived, (y) waived and each of the other conditions to the consummation of the Mergers Merger set forth in Article VII has been satisfied or satisfied, waived or remains capable of satisfaction, and satisfaction (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faiththe “Termination Date”), (b) the approval of this Agreement by the Company's shareholders required by of the Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders’ Meeting or at any adjournment or postponement thereof of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger or the Bank Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30December 31, 20012008, whether such date is before or after the date of receipt approval of this Agreement by the shareholders of the Company Requisite Vote (referred to in Section 7.1(a); provided, however, that if Parent or the "Termination Date"Company determines that additional time is necessary in order to obtain, consistent with Parent’s obligations under Section 6.6(c), provided that any necessary approval from, or to forestall or challenge any action to restrain, enjoin or prohibit the Merger or to impose a Material Burden by, any Government Entity, the Termination Date shall may be automatically extended by Parent or the Company in writing to March 31a date not beyond February 28, 2002 if, on June 30, 2001: 2009 (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith“Termination Date”), (b) the approval of this Agreement by the Company's shareholders required by of the Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof or of the Shareholders Meeting, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause this Section 8.2 (ax) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers consummation of the Merger and (y) shall, in the case of clauses (a) and (c), be subject to be consummatedParent’s compliance with its obligations under Section 6.6(c).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (ai) the Mergers shall not have been consummated by June 30, 2001, whether such date there is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at force a meeting duly convened therefor or at any adjournment or postponement thereof or (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger and such Law shall have become final and non-appealable after and not subject to challenge, (ii) the parties Company Shareholder Approval shall not have used their respective best efforts to have such Order removed, repealed been received at the Shareholders Meeting duly called and held at which a quorum was present or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, any adjournment thereof; provided that the right to terminate this Agreement pursuant to clause this Section 8.2(ii) (aA) above shall not be available to the Company if the Company has breached the provisions of Section 6.2 or 6.4, and (B) shall be subject to the Company’s obligation to pay any amounts determined to be payable to Parent under Section 8.5 as and when due, or (iii) the Effective Time shall not have occurred on or before June 30, 2007 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party whose failure to fulfill any obligation of its obligations under this Agreement or under results in such failure to close, and (B) the Termination Date for any existing law, order, rule or regulation has caused or resulted termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in the failure excess of thirty (30) days that is required to obtain final SEC approval of the Mergers Proxy Statement (measured from the date of the first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is cleared by the SEC to be consummatedmailed to the shareholders of the Company).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company or Parent (and written notice to the other party) if (a) the Mergers Merger shall not have been consummated by June 30March 31, 2001, 2001 whether such date is before or after the date of receipt approval by the holders of Shares of the Company Requisite Vote (the "Termination Date"); provided, provided however, that the Termination Date shall be automatically extended to March 31for two (2) months (the "Extended Date"), 2002 if, on June 30March 31, 2001: (xi) any of the Governmental Consents described in Section 7.1(e7.1(b) have not been obtained or waived, (yii) each of the other conditions to the consummation of the Mergers Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (ziii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, ; (b) the approval of the Company's shareholders holders of Shares 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 thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-non- appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company); or (d) pursuant to Section 6.4, any Law is in effect or is adopted or issued which has the effect of prohibiting the Merger; provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by either Parent or the Company at any time prior to the Effective Time (notwithstanding any approval thereof by action the stockholders of the Board of Directors of either Parent or the Company Company), if (a) any court of competent jurisdiction or other governmental body located or having jurisdiction within the Mergers shall not have been consummated by June 30, 2001, whether such date is before United States or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described country in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of which the Company's shareholders required by Section 7.1(a) , directly or indirectly, has material assets or operations, shall not have been obtained at issued a meeting duly convened therefor final order, injunction, decree, judgment or at ruling or taken any adjournment or postponement thereof or (c) any Order permanently other final action restraining, enjoining or otherwise prohibiting consummation of the Mergers Offer or the Merger and such order, injunction, decree, judgment, ruling or other action is or shall have become final and non-appealable after nonappealable, (b) the parties Offer shall have used their respective best efforts expired or terminated pursuant to the terms of this Agreement without the purchase of any Shares pursuant thereto; provided that Purchaser shall not have such Order removed, repealed the right to terminate this Agreement pursuant to this clause if the termination or overturned (whether before or after the approval by the shareholders expiration of the CompanyOffer without the purchase of Shares thereunder is in violation of the terms of the Offer or of this Agreement, or (c) if Purchaser has not purchased Shares pursuant to Section 6.4the Offer prior to September 30, 1998, provided that the right to terminate this Agreement pursuant to clause clauses (ab) above or (c) shall not be available to any party whose failure (or the failure of whose Affiliate) to fulfill any obligation under this Agreement or whose breach of a representation or warranty under any existing law, order, rule or regulation this Agreement has caused or resulted in the failure of the Mergers to be Offer not being consummated.. 8.3

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Transactions may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company Company, and upon delivery of written notice to the other party if (a) the Mergers Closing has not occurred by January 30, 2014 (as it may be extended as described below in this Section 9.2(a), the “Outside Date”); provided, however, that if Parent or the Company determines that additional time is necessary in order to satisfy the HSR Condition, the Outside Date may be extended by Parent or the Company to a date not beyond April 30, 2014; provided, further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to any party hereto that has breached its obligations under this Agreement in any manner that shall have been consummated by June 30, 2001, whether such date is before or after proximately contributed to the date of receipt failure of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended Closing to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions occurred prior to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faithOutside Date, (b) 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, appealable; provided that the right to terminate this Agreement pursuant to clause (athis Section 9.2(b) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement in any manner that shall have proximately contributed to the existence of such Order or under (c) this Agreement shall not have been duly adopted by holders of Shares constituting the Company Requisite Vote at the Stockholders Meeting or any existing law, order, rule adjournment or regulation has caused or resulted in the failure of the Mergers to be consummatedpostponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30October 23, 20012010 (the “Termination Date”), whether such date is before or after the date of receipt adoption of this Agreement by the stockholders of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended referred to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e7.1(a); provided, however, that if the conditions set forth in Section 7.1(b) have not been obtained satisfied or waivedwaived on or prior to such date, (y) each of the but all other conditions to the consummation of the Mergers set forth in Article VII has have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Termination Date may be extended by Parent or remains capable of satisfactionthe Company in writing to a date not beyond January 23, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith2011, (b) the approval adoption of this Agreement by the stockholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders stockholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (athis Section 8.2(c) above shall not be available to any party whose failure unless, subject to fulfill Section 6.5, such party shall have used its reasonable best efforts to oppose any obligation such Order or have such Order vacated or made inapplicable to the Merger; provided, further, 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 or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30January 31, 20012006, whether such date is before or after the date of receipt the adoption of this Agreement by the shareholders of the Company Requisite Vote (the "Termination Date"referred to in Section 7.1(a), provided provided, however, that in the Termination Date shall be automatically extended to March event that, as of January 31, 2002 if2006, on June 30, 2001: (x) any of the Governmental Consents described conditions set forth in Section 7.1(e7.1(b), 7.1(c), 7.2(c) or 7.2(d) have not been obtained satisfied, the termination date may be extended from time to time by Parent or waivedthe Company one or more times to a date not beyond July 31, 2006 (y) each of such date, including any such extensions thereof, the other conditions to “Termination Date”), provided, further, that if the consummation of the Mergers condition set forth in Article VII has Section 7.2(d) shall not have been satisfied or waived or remains capable solely by reason of satisfaction, and (z) any a Required Governmental Consent that has been obtained but is not yet been obtained is being pursued diligently and in good faitha Final Order, neither party may terminate this Agreement prior to the 60th day after receipt of such Required Governmental Consent, (b) the approval adoption of this Agreement by the shareholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after appealable, except for any Orders the parties have used their respective best efforts to have such Order removed, repealed or overturned existence of which would not result in the failure of the condition set forth in Section 7.1(c) (whether before or after the approval adoption of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.47.1(a)); provided, provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill any obligation that has breached its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June April 30, 20012006, whether such date is before or after the date of receipt the adoption of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) (the "“Termination Date"”), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval adoption of this Agreement by the shareholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof thereof, (c) the approval of the issuance of the shares of Parent Common Stock in the Merger by the stockholders of the Parent referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any Order order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill any obligation that has breached its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30August 31, 20012011 (the “Termination Date”), whether such date is before or after the date of receipt adoption of this Agreement by the stockholders of the Company Requisite Vote (Company, provided, that, if, as of the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other all conditions to the consummation of the Mergers set forth in Article VII has this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or remains capable of satisfactionSection 7.1(d) or Section 7.2(c), and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faithParent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the approval adoption of this Agreement by the Company's shareholders ’s stockholders required by Section 7.1(a) shall not have been obtained occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders stockholders of the Company) pursuant to Section 6.4, ); provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused manner that shall have been a principal cause of or resulted in the occurrence of the failure of the Mergers Merger to be consummatedconsummated on or before such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Transactions may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30August 5, 20012015 (as it may be extended below, whether such date is before or after the date of receipt of the Company Requisite Vote (the "“Termination Date"”), provided that the Termination Date shall be automatically extended to March 31, 2002 if, if on June 30, 2001: (x) such date any of the Governmental Consents described conditions to the Closing set forth in Section 7.1(e8.1(b) or Section 8.1(c) (to the extent that such Restraining Order is in respect of any Required Government Consent) shall not have not been obtained or waived, (y) each of the fulfilled but all other conditions to the consummation Closing either have been fulfilled or are then capable of being fulfilled, then the Termination Date shall, without any action on the part of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfactionparties, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faithbe extended to November 5, 2015, (b) the approval of the Company's shareholders required by Section 7.1(a) Requisite Company Vote shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof of the Shareholders Meeting taken in accordance with this Agreement or (c) any Restraining Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall have become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, appealable; provided that the right to terminate this Agreement pursuant to clause (a) above this Section 9.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement Agreement, including Section 7.4(b), in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger or under any existing law, order, rule or regulation has caused or resulted in the failure of the Mergers Merger to be consummatedoccur by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by March 31, 2007, or such other date as Parent and the Company agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 20012007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of receipt approval by the shareholders of the Company Requisite Vote (the "Termination Date"referred to in Section 7.1(a), provided that but only if on the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any date of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the such extension all other conditions to the consummation of the Mergers set forth in Article VII has Closing have been satisfied or waived or remains are readily capable of satisfaction, and being satisfied (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faiththe “Termination Date”), (b) the approval of this Agreement by the Company's shareholders required by of the Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, ); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (ai) the Mergers Merger shall not have been consummated by June 30February 28, 20011999, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote Company; PROVIDED, HOWEVER, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination DateTERMINATION DATE"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (bii) the approval adoption of the this Agreement by Company's shareholders 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 thereof, or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant to Section 6.4; PROVIDED, provided that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has manner that shall have proximately caused or resulted in the failure of the Mergers event that would otherwise give rise to be consummateda right to terminate this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Mergers Merger shall not have been consummated by June November 30, 20012007, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote (referred to in Section 7.1(a); provided, however, that if Parent or the "Termination Date")Company determines that additional time is necessary in order to forestall any action to restrain, provided that enjoin or prohibit the Merger by any Governmental Entity, the Termination Date shall may be automatically extended to March 31a date not beyond February 29, 2002 if, 2008 (the “Termination Date”) if either Parent or the Company notifies the other party in writing on June or prior to November 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith2007, (b) the approval adoption of this Agreement by the stockholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof thereof, (c) the board of directors of the Company (upon the recommendation of the Special Committee, if then in existence) or the Special Committee shall have made a Change of Recommendation or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30March 19, 20012009 (the “Termination Date”), whether such date is before or after the date of receipt adoption of this Agreement by the stockholders of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended or Parent referred to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith7.1(a), (b) the approval adoption of this Agreement by the stockholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof of the Stockholders Meeting, (c) the adoption of a resolution approving the Merger referred to in Section 7.1(a) shall not have been obtained at the Parent Shareholders Meeting (provided, that Parent shall not have the right to terminate this Agreement if it fails to obtain the Requisite Parent Approval to the extent that the Stichting is in breach of the Parent Shareholder Commitment) or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders stockholders of the Company) pursuant Company or Parent referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or manner that shall have resulted in the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated (upon notice from the terminating party to the other parties) and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March December 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.41998, provided that the right to terminate this Agreement pursuant to under -------- this clause (a) above shall not be available to any party whose failure to fulfill any obligation under this Agreement or under any existing law, order, rule or regulation has caused been the cause of or resulted in the failure of the Mergers Merger to occur on or before such date, and provided, further, that such -------- ------- date shall be extended to March 31, 1999 in the event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be consummatedsatisfied or waived prior to December 31, 1998, or (b) any 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 Merger and such order, decree, ruling or other action shall have become final and nonappealable. 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 Board of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, covenants or obligations under the Voting Agreement in any material respect and such breach shall not be curable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Mergers Merger shall not have been consummated by June November 30, 20012007, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote referred to in Section 7.1(a); provided, however, that if Parent or the Company determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Governmental Entity, the Termination Date may be extended to a date not beyond February 29, 2008 (the "Termination Date"), provided that ) if either Parent or the Termination Date shall be automatically extended Company notifies the other party in writing on or prior to March 31, 2002 if, on June November 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith2007, (b) the approval adoption of this Agreement by the stockholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof thereof, (c) the board of directors of the Company (upon the recommendation of the Special Committee, if then in existence) or the Special Committee shall have made a Change of Recommendation or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant Company referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination DateTERMINATION DATE"), provided PROVIDED that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, provided PROVIDED that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill any obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company or Parent (and written notice to the other party) if (a) the Mergers Merger shall not have been consummated by June 30August 31, 2001, 2001 whether such date is before or after the date of receipt approval by the holders of Shares of the Company Requisite Vote (the "Termination Date"); provided, provided however, that the Termination Date shall be automatically extended to March 31for two (2) months (the "Extended Date"), 2002 if, on June 30August 31, 2001: (xi) any of the Governmental Consents described in Section 7.1(e7.1(b) have not been obtained or waived, (yii) each of the other conditions to the consummation of the Mergers Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (ziii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, ; (b) the approval of the Company's shareholders holders of shares of Common Stock 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 thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company); or (d) pursuant to Section 6.4any Law is in effect or is adopted or issued which has the effect of prohibiting the Spin-Off or the Merger; provided further, provided however, that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30March 31, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote and/or the Parent Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders stockholders required by Section 7.1(a8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant to Section 6.4); provided, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (ai) the Mergers Merger shall not have been consummated by June 30January 15, 20012003, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31provided, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, provided that the right to terminate this Agreement pursuant to this clause (ai) above shall not be available to any party whose failure to fulfill any obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in proximately contributed to the failure of the Mergers Merger to be consummatedconsummated by the Termination Date, and provided, further, that in the event that the failure of the Merger to occur on or before January 15, 2003 is the result of the failure of the conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) or 7.2(g) to be satisfied or waived prior to January 15, 2003, either Parent or the Company may extend such date to February 15, 2003 (so long as the party extending such date believes in good faith that such conditions are capable of being satisfied by such date), (ii) the approval of (A) the Merger Proposal by the stockholders of the Company shall not have been obtained at the Company Special Meeting or at any duly held adjournment or postponement thereof, or (B) the Issuance by the stockholders of 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 (ii) 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 the stockholders, or (iii) any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30April 29, 20012011, whether such date is before or after the date of receipt adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a) (such date, as it may be extended pursuant to the "provisions hereof, the “Termination Date"”); provided, provided however, that in the event that the Marketing Period has not been completed on or before April 29, 2011, the Termination Date shall be automatically extended to March 31, 2002 if, on June May 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, 2011; (b) the approval Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor such Stockholders Meeting or at any adjournment or postponement thereof thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders stockholders of the Company) pursuant Company referred to in Section 6.47.1(a)), provided provided, that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement in any manner that shall have been the primary cause of, or under any existing lawthe primary factor that resulted in, order, rule or regulation has caused or resulted in the failure of a condition to the Mergers consummation of the Merger to be consummatedhave been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers 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 (a) the Mergers Merger shall not have been consummated by June 30March 15, 20012008, whether such date is before or after the date of receipt approval of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) (the "“Termination Date"”), provided that, if on March 15, 2008 the conditions to Closing shall not have been fulfilled but remain capable of fulfillment then either of Parent (in the event such failure of the conditions to be satisfied relates to a change in Law after the date hereof) or the Company may, by written notice to the other, extend the termination date from March 15, 2008 to June 15, 2008 (which shall then be the “Termination Date”); provided, further, that (x) if the Marketing Period has commenced on or before any such Termination Date, but not ended on or before any such Termination Date, such Termination Date shall automatically be extended by one month and (y) the Termination Date shall not occur sooner than three business days after the final day of the Marketing Period; provided, further, that in no event shall the Termination Date be later than July 10, 2008 (which extended date (as ultimately extended in the case of more than one extension) shall then be the “Termination Date”), provided that the Termination Date right to terminate this Agreement pursuant to this Section 8.2(a) shall not be automatically extended available to March 31, 2002 if, on June 30, 2001: (x) any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Governmental Consents described in Section 7.1(e) have not been obtained Merger to occur on or waived, (y) each of before the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faithTermination Date, (b) the approval adoption of this Agreement by the shareholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.4, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill any obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in the failure of the Mergers to be consummated7.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Amalgamation may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Amalgamation shall not have been consummated by June 30December 15, 20012006, whether such date is before or after the date of receipt approval by the shareholders of the Company Requisite Vote (the "“Original Termination Date"”); provided, however, that if the only condition to the closing that remains unsatisfied (except for any condition that by its terms can only be satisfied at the Closing) on the Original Termination Date are any or all of the conditions set forth in Section 7.1(b) and Section 7.1(c) hereof, and such conditions are capable of being satisfied on or prior to January 31, 2007 (such later date being referred to herein as the “Outside Termination Date”), provided that then the Original Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) the Outside Termination Date without further action by or consent of any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faithparties hereto, (b) the approval of the Company's ’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 (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Amalgamation shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4); provided, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing lawmanner that has been the cause of, order, rule or regulation has caused or resulted in in, the occurrence of the failure of the Mergers Amalgamation to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if if: (ai) the Mergers Merger shall not have been consummated by June 30July 15, 20012000, whether such date is before or after the date of receipt approval by the shareholders of the Company Requisite Vote or Parent (the "Termination Date"), ; provided that the Termination Date shall be automatically extended to March 31, 2002 for nine months (the "Extended Date") if, on June 30July 15, 20012000: (x) any of the Governmental Consents described in Section 7.1(e7.1(c) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, ; (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 thereof; (ciii) the approval of Parent's shareholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor; (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the CompanyCompany or Parent); or (v) pursuant to Section 6.4, provided that on or after the right to terminate this Agreement pursuant to clause Regulatory Termination Date (aas defined below) above shall not be available to any party whose failure to fulfill any obligation under this Agreement the Board of Directors of Parent or under any existing law, order, rule or regulation has caused or resulted in the failure of the Mergers to be consummated.Company

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers Merger shall not have been consummated by June 30March 31, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote and/or the Parent Requisite Vote (the "Termination ----------- Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders stockholders required by Section 7.1(a---- 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof or (cd) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant to Section 6.4); provided, provided that the right to terminate this Agreement pursuant to clause (a) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if or by action of the members of Parent if: (a) the Mergers Merger shall not have been consummated by June March 30, 20012012, whether such date is before or after the date of receipt adoption of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) (such date, the "“Termination Date"”); provided, provided however, that Parent shall not have the Termination Date shall be automatically extended right to March 31, 2002 if, on June 30, 2001: (xterminate this Agreement pursuant to this Section 8.2(a) any of if the Governmental Consents described in Company has the right to terminate this Agreement pursuant to Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, 8.3(b); (b) the approval Shareholders Meeting shall have been held and completed and adoption of this Agreement by the shareholders of the Company's shareholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor such Shareholders Meeting or at any adjournment or postponement thereof thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval adoption of this Agreement by the shareholders of the Company) pursuant Company referred to in Section 6.47.1(a)), provided provided, that the right to terminate this Agreement pursuant to clause (a) above this Section 8.2 shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement in any manner that shall have been the primary cause of, or under any existing lawthe primary factor that resulted in, order, rule or regulation has caused or resulted in the failure of a condition to the Mergers consummation of the Merger to be consummatedhave been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (ai) the Mergers Merger shall not have been consummated by June November 30, 20011999, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote referred to in Section 7.1(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, "Termination DateForeign Merger Laws"), provided that the Termination Date then such date shall be automatically extended to March the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than January 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived2000, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (bii) the approval of Stockholders Meeting shall have been convened and the Company's shareholders required by adoption referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor thereat or at any adjournment or postponement thereof thereof, or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant adoption referred to in Section 6.4, 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing lawmanner that shall have been the proximate cause of, order, rule or regulation has caused or resulted in in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 8.2 and, provided, further, that the Mergers right to terminate this Agreement pursuant to clause (iii) above shall not be available to any party that has breached its covenant 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 consummatedlifted.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (ai) the Mergers Merger shall not have been consummated by June 30, 2001the Termination Date (as defined below), whether such date is before or after the date of receipt approvals by the stockholders of the Company Requisite Vote or Parent; (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (bii) the approval of the Company's shareholders 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 thereof; provided, however, that if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days after the date of such vote, (iii) the approval of Parent's shareholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (civ) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders stockholders of the Company) pursuant to Section 6.4Company or Parent); provided, provided that the right to terminate this Agreement pursuant to clause (ai) above shall not be available to any party whose failure to fulfill that has breached in any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated. For purposes hereof, the "Termination Date" shall mean December 31, 1998, provided, however, that on or after December 15, 1998, either Parent or the Company shall have the right to extend this date until March 31, 1999 in order to obtain all of the Governmental Consents.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (xi) any court of competent jurisdiction in the Governmental Consents described in Section 7.1(e) United States or some other governmental body or regulatory authority shall have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (c) any issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger and such Order shall have become final and non-appealable after appealable, (ii) the parties Company Shareholder Approval shall not have used their respective best efforts to have such Order removed, repealed been received at the Shareholders Meeting duly called and held at which a quorum was present or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, any adjournment thereto; provided that the right to terminate this Agreement pursuant to clause this Section 8.2(ii) (aA) above shall not be available to the Company if the Company has breached the provisions of Section 6.2, and (B) shall be subject to the Company’s obligation to make the Special Termination Payment described in Section 8.5(c) immediately upon such termination, as well as to pay Reimbursable Expenses pursuant to Section 8.5(d) and any other amounts determined to be payable under Section 8.5(c) as and when due, or (iii) the Effective Time shall not have occurred on or before October 31, 2006 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party whose failure to fulfill any obligation of its obligations under this Agreement or under results in such failure to close, and (B) the Termination Date for any existing law, order, rule or regulation has caused or resulted termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in the failure excess of thirty (30) days that is required to obtain final SEC approval of the Mergers Proxy Statement (measured from the date of the first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is mailed to be consummatedthe shareholders of the Company).

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Mergers Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time Merger Closing by action of the Board board of Directors directors of either Parent or by action of the board of directors of the Company if (aii) the Mergers Merger shall not have been consummated by June September 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote 2005 (the "“Termination Date"”), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the 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 (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the shareholders of the Company) pursuant to Section 6.4, appealable; provided that the right to terminate this Agreement pursuant to clause (a) above this Section 5.2 shall not be available to Parent or the Company if Parent, on the one hand, or the Company, on the other hand, has breached in any party whose failure to fulfill any obligation material respect its obligations under this Agreement or under in any existing law, order, rule or regulation has caused or resulted in manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummatedconsummated prior to such time; provided further that the Termination Date may be extended from time to time for no more than 120 days by the Company to the extent that the only condition preventing consummation of the Merger and the other transactions contemplated by this Agreement is that in Section 4.1(a), due to the delayed receipt of a regulatory approval under the HSR Act, from the FCC or any PUC referred to therein; and provided further that, in the event that all of the conditions set forth in Sections 4.5(a) through (g) other than that condition set forth in Section 4.5(d) have been satisfied on or prior to the Termination Date, the Termination Date may be extended for no more than 90 days by the Company, and if the Termination Date is so extended then for purposes of Section 4.5 hereof all representations and warranties of the Company in this Agreement shall, to the extent that they were true and correct for purposes of Section 4.5(a) on the Termination Date, be deemed to be true and correct.