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

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March 31, 2009, 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 for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Order.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by action of the board of directors of either Parent or the Company if:Stockholders): (a) if the Merger shall has not have been consummated by on or before March 31, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2022 (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionhowever, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available to any party that has breached its obligations under Party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of cause of, or resulted in, the failure of the Merger to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date; (b) if the Company Requisite Vote conditions set forth in Section 6.4 and Section 7.4 is not satisfied and such Law or Order shall not have been obtained at the Company 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-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 8.2(b) shall not be available to any party that has not used its reasonable best efforts to have such Order removedParty whose breach of any representation, repealed warranty, covenant or overturned or that breached agreement set forth in any material respect its obligations under this Agreement has been the cause of, or resulted in, the failure to satisfy the conditions set forth in Section 6.4 and Section 7.4; or (c) if this Agreement has been submitted to the Company Stockholders for adoption at a duly convened Company Stockholder Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless the Company Stockholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any manner that shall have proximately Party whose breach of any provision of this Agreement has been the cause of, or resulted in in, the issuance or imposition of such Orderfailure to obtain the Requisite Company Vote.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by action (whether before or after the receipt of the board of directors of either Requisite Parent or the Company if:Vote): (a) if the Merger shall has not have been consummated by on or before March 3121, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2021 (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionhowever, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 7.02(a) shall not be available to any party that has breached its obligations under whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of cause of, or resulted in, the failure of the Merger to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date; (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment Law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, the REP 2021 LTIP or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 7.02(b) shall not be available to any party that has not used its reasonable best efforts to have such Order removedwhose breach of any representation, repealed warranty, covenant, or overturned or that breached agreement set forth in any material respect its obligations under this Agreement in has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any manner that such Law or Order; or (c) if the proposal for the approval and adoption of this Agreement and the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, the REP 2021 LTIP has been submitted to the stockholders of Parent for approval and the Requisite Parent Vote shall not have proximately resulted in the issuance or imposition of such Orderbeen obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March August 31, 20091999, whether such date is before or after the date of receipt approval of the Merger by the Company Requisite Vote (the "Termination Date"); provided provided, however, that if any condition of Closing set forth in Section 7.1 that remains reasonably capable of satisfaction has not been fulfilled or waived prior to August 31, 1999, the Termination Date shall be automatically extended for three months ifto September 30, on the Termination Date 1999; provided further that if any of the conditions set forth in Sections 8.1(b) shall such condition has not have been satisfied fulfilled or waived but (i) each of the other conditions prior to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date, as so extended, the Company and Parent shall negotiate in good faith an additional extension of the Termination Date, taking into consideration all relevant factors; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Stockholder Meeting or at any adjournment or postponement thereof; or (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval of the Merger by the Company Requisite Vote); provided provided, however, that the right to terminate this Agreement pursuant to this clause (c) Section 9.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Merger 1 Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger Mergers shall not have been consummated by March on or before 11:59 p.m. Eastern Time, on December 31, 2009, whether 2021 (as such date is before or after may be extended in accordance with the date proviso at the end of receipt of this clause (a), the Company Requisite Vote (the "“Termination Date"”); provided that if the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions condition set forth in Sections 8.1(bSection 6.1(c) shall not have been satisfied or waived but (i) each of the all other conditions to the consummation of the Merger set forth in Article VIII has Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (other than those that by their terms are to be satisfied at the Closing, provided that they would be satisfied if the Closing were to occur on such date), the Termination Date may be extended by either the Company or remains capable of satisfactionParent (by delivering written notice to the other party at or prior to 11:59 p.m. Eastern Time, and (iion December 31, 2021) any approvals required by Section 8.1(b) that have to a date not yet been obtained are being pursued diligently and in good faithbeyond January 30, 2022; provided provided, further, that the right to terminate this Agreement pursuant to this clause (aSection 7.2(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 caused been the occurrence primary cause of the failure of the Merger Mergers to be consummated, including its obligations required consummated by Section 7.4, on or before the Termination Date; (b) any court or other Governmental Entity shall have entered, enacted, promulgated, enforced or issued any Law (in each case, whether temporary, preliminary or permanent), that would restrain, prevent, enjoin or otherwise prohibit any of the transactions contemplated by this Agreement; provided that the right to terminate this Agreement under this Section 7.2(b) shall not be available to a party hereto if such restraint, prevention, injunction or prohibition was primarily due to the failure of such party to perform any of its obligations under this Agreement; or (c) either (i) approval of this Agreement by holders of Shares constituting the Requisite Company Requisite Vote Vote, as required by Section 6.1(a), shall not have been obtained in a vote held at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (cii) any Order permanently restraining, enjoining or otherwise prohibiting consummation the approval and adoption of the Merger shall become final this Agreement, the Parent Share Issuance and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) Parent Charter Amendment the Requisite Parent Vote, as required by Section 6.1(a), shall not be available to have been obtained in a vote held at the Parent Stockholders Meeting or at any party that has not used its reasonable best efforts to have such Order removed, repealed adjournment or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Orderpostponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Amalgamation 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: if (a) the Merger Amalgamation shall not have been consummated by March 31December 15, 20092006, 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 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”), then the Original Termination Date shall be automatically extended for three months if, on to the Outside Termination Date without further action by or consent of any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionparties hereto, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote approval of the Company’s shareholders required by Section 7.1(a) shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Amalgamation shall become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this clause (ca) above shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately has been the cause of, or resulted in in, the issuance or imposition occurrence of such Orderthe failure of the Amalgamation to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other party) and the Merger may be abandoned at any time prior to the Effective Time Closing by action of the board of directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by March 31June 30, 20092006, 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 for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under whose breach of any provision of this Agreement results in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required consummated by Section 7.4, on or before the Termination Date; ; (b) the approval of the Merger Proposal by the stockholders of the Company Requisite Vote shall not have been obtained upon a final vote taken at the Company Stockholders Special Meeting or at any duly held adjournment or postponement thereof; or provided, that the right to terminate pursuant to this clause (b) shall not be available to any party whose breach of any provision of this Agreement results in the failure to obtain such approval of the stockholders, and provided further, that the right to terminate pursuant to this clause (b) shall not be available to the Company until two days following the date on which the stockholders of the Company failed to approve the Merger Proposal at the Special Meeting (or at any duly held adjournment or postponement thereof) if prior thereto the Company Board shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of this Agreement, or (following the public announcement by a third party of an Alternative Proposal) failed to reconfirm its recommendation of this Agreement within three business days after written request by Parent to do so; or (c) any Order order, decree or ruling by any court of competent jurisdiction in the United States or other Governmental Entity in the United States permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that appealable (whether before or after the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in approval by the issuance or imposition stockholders of such Orderthe Company).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated occurred by March 31, 2009, whether such date is before or after 5:00 p.m. (New York City time) on the date nine (9) month anniversary of receipt of the Company Requisite Vote this Agreement (the "Termination Date"); provided provided, that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) a Party shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right be permitted to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of if the failure of the Merger to be consummated, including its obligations required occur by Section 7.4, on or before the Termination DateDate is primarily attributable to a failure of such Party to perform any of its covenants or other agreements under this Agreement; (b) this Agreement has been submitted to the Company's stockholders for adoption at the Stockholders Meeting (as it may be adjourned or postponed) at which a vote was held with respect to the adoption of the Merger and the Requisite Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at such meeting (including 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 receipt of the Requisite Company Vote); provided that that, unless such Order was primarily caused by a material breach by the right Company of its representations, warranties, covenants or agreements under this Agreement, Parent shall not be permitted to terminate this Agreement pursuant to this clause (cSection 8.2(c) shall not if the relevant Order arises under any U.S. Foreign Investment and Antitrust Law, unless Parent pays or causes to be paid to the Company in immediately available funds the Parent Termination Fee in accordance with Section 8.5(c)(iii) prior to any party that has not used its reasonable best efforts to have or concurrently with such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Ordertermination.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (acting through the Special Committee, if then in existence) if (a) the Merger shall not have been consummated by March 31November 30, 20092007, whether such date is before or after the date of receipt approval by the stockholders of the Company Requisite Vote (the "Termination Date"referred to in Section 7.1(a); provided 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 shall may be automatically extended for three months ifto a date not beyond February 29, on 2008 (the “Termination Date any of Date”) if either Parent or the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of Company notifies the other conditions to the consummation of the Merger set forth party in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, writing on or before the Termination Date; prior to November 30, 2007, (b) the adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or , (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 (d) 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 referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (ai) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and non-appealable, (ii) the Merger Company Shareholder Approval shall not have been consummated by March 31, 2009, whether such date is before received at the Shareholders Meeting duly called and held at which a quorum was present or after the date of receipt of the Company Requisite Vote (the "Termination Date"); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faithadjournment thereto; provided that the right to terminate this Agreement pursuant to this clause Section 8.2(ii) (aA) shall not be available to any party that the Company if the Company has breached its obligations under this Agreement 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 manner that shall have proximately caused the occurrence of the failure of the Merger other amounts determined to be consummatedpayable under Section 8.5(c) as and when due, including its obligations required by Section 7.4, or (iii) the Effective Time shall not have occurred on or before October 31, 2006 (the “Termination Date; ”); provided, that (bA) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (cSection 8.2(iii) shall not be available to any party that has not used its reasonable best efforts whose failure to have such Order removed, repealed or overturned or that breached in fulfill any material respect of its obligations under this Agreement results in such failure to close, and (B) the Termination Date for any manner termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in excess of thirty (30) days that shall have proximately resulted in is required to obtain final SEC approval of the issuance or imposition Proxy Statement (measured from the date of such Orderthe first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is mailed to the shareholders of the Company).

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the First Effective Time by action (whether before or after the receipt of the board of directors of either Parent Company Stockholder Approval or the Company if:Parent Stockholder Approval): (a) if the Merger shall Mergers have not have been consummated by March 31, 2009, whether such date is on or before or 120 days after the date signing of receipt of the Company Requisite Vote this Agreement (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionprovided, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided however, that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available to any party that has breached its obligations under the breach by which of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of cause of, or resulted in, the failure of the Merger Mergers to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date; (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger Mergers or the Parent Stock Issuance, and such law or Order shall have become final and non-appealable; provided nonappealable, provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 8.2(b) shall not be available to the party the breach by which of any party that has not used its reasonable best efforts to have such Order removedrepresentation, repealed warranty, covenant, or overturned or that breached agreement set forth in any material respect its obligations under this Agreement in has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any manner that such law or Order; (c) if the Company Stockholder Approval is not received pursuant to the Company Stockholder Approval Process; or (d) if any of the Parent Proposals shall have proximately resulted in fail to receive the issuance requisite vote for approval at the Parent Stockholder Meeting duly convened therefor or imposition of such Orderat any adjournment or postponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March 31February 29, 20092000, whether such date is before or after the date of receipt approval of the Merger by the Company Requisite Vote (the "Termination DateTERMINATION DATE"); provided provided, however, that if either Parent or the Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date shall may be automatically extended for three months if, on by Parent or the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of Company from time to time by written notice to the other conditions party to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactiona date not beyond March 31, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date2000; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Stockholder Meeting or at any adjournment or postponement thereof; or; (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval of the Merger by the Company Requisite Vote); provided or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), 7.1(d) and 7.2(e), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by March December 31, 20092010, 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 December 23, 2010, the Termination Date shall be automatically extended for three months ifto January 31, on the Termination Date any of the conditions set forth in Sections 8.1(b) 2011; provided further, that Parent shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 8.2(a) shall not be available if the Company has the right to any party that has breached its obligations under terminate this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger pursuant to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; 8.3(b); (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at the Company such Stockholders Meeting or at any adjournment or postponement thereof; or or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately been the primary cause of, or the primary factor that resulted in in, the issuance failure of a condition to the consummation of the Merger to have been satisfied on or imposition of such Orderbefore the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March 31, 2009the date that is the 180th day anniversary of the date hereof (the “Termination Date”), 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). Notwithstanding the foregoing, (the "Termination Date"); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(bi) Parent shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause Section 8.2(a) if the Company has the right to terminate this Agreement pursuant to Section 8.3(b) and (aii) the Company shall not be available have the right to any party that has breached its obligations under terminate this Agreement in any manner that shall have proximately caused pursuant to this Section 8.2(a) if Parent has the occurrence of the failure of the Merger right to be consummated, including its obligations required by terminate this Agreement pursuant to Section 7.4, on or before the Termination Date8.4(b); (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at the Company Stockholders such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or any of the Carveout Transactions shall become final and non-appealable; appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a)), provided that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately been the primary cause of or the primary factor that resulted in the issuance failure of a condition to the consummation of the Merger to have been satisfied on or imposition of such Orderbefore the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by action Closing (whether before or after the receipt of the board of directors of either Parent or the Requisite Company if:Vote): (a) if the Merger shall has not have been consummated by March 31on or before September 15, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2021 (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionhowever, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 7.02(a) shall not be available to any party that has breached its obligations under whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner has been a contributing cause of, or primarily factor that shall have proximately caused the occurrence of resulted in, the failure of the Merger to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date; (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment Law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 7.02(b) shall not be available to any party that has not used its reasonable best efforts to have such Order removedwhose material breach of any representation, repealed warranty, covenant, or overturned or that breached agreement set forth in any material respect its obligations under this Agreement has been a contributing cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in any manner that shall have proximately resulted in which case at the issuance final adjournment or imposition of such Orderpostponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by action (whether before or after the receipt of the board of directors of either Parent or the Requisite Company if:Vote): (a) if the Merger shall has not have been consummated by on or before March 31, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2020 (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionhowever, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 7.02(a) shall not be available to any party that has breached its obligations under whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of cause of, or resulted in, the failure of the Merger to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date; (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment Law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 7.02(b) shall not be available to any party that has not used its reasonable best efforts to have such Order removedwhose breach of any representation, repealed warranty, covenant, or overturned or that breached agreement set forth in any material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in any manner that shall have proximately resulted in which case at the issuance final adjournment or imposition of such Orderpostponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (a) the Merger Mergers shall not have been consummated by March 31June 30, 20092001, 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 for three months to March 31, 2002 if, on the Termination Date June 30, 2001: (x) any of the conditions set forth Governmental Consents described in Sections 8.1(bSection 7.1(e) shall have not have been satisfied obtained or waived but waived, (iy) each of the other conditions to the consummation of the Merger Mergers set forth in Article VIII VII has been satisfied or waived or remains capable of satisfaction, and (iiz) any approvals required by Section 8.1(b) Governmental Consent that have has not yet been obtained are is being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Mergers shall become final and non-appealable; provided that appealable after the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not parties have used its reasonable 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 breached in the right to terminate this Agreement pursuant to clause (a) above shall not be available to any material respect its obligations party whose failure to fulfill any obligation under this Agreement in or under any manner that shall have proximately existing law, order, rule or regulation has caused or resulted in the issuance or imposition failure of such Orderthe Mergers to be consummated.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time Merger Closing by action of the board of directors of either Parent or by action of the board of directors of the Company if: if (aii) the Merger shall not have been consummated by March 31September 30, 2009, 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 for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) Section 5.2 shall not be available to any party that Parent or the Company if Parent, on the one hand, or the Company, on the other hand, has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement or in any manner that shall have proximately resulted contributed to the occurrence of the failure of the Merger to be consummated 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 issuance 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 imposition 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. (b) This Agreement may be terminated and the Merger may be at any time prior to the Initial Stock Purchase Closing in the following additional circumstances: (i) In the event that the Company determines, acting reasonably and following consultation with its regulatory counsel, that (x) all applicable regulatory approvals required to complete the Debt Financing are not reasonably likely to be obtained within 45 business days following the execution of this Agreement if Parent or its Affiliates are participating in the transaction or are otherwise required or expected to become shareholders of the Company and that (y) if Parent or such OrderAffiliates were not so participating in the transaction or so required or expected to become shareholders of the Company, all applicable regulatory approvals required to complete the Debt Financing would be reasonably likely to be obtained within 55 business days following the execution of this Agreement (such determination, a “Triggering Determination”), the Company shall promptly provide Parent with written notice that it has made a Triggering Determination pursuant to this Section 5.2. (ii) At any time during the 10 business day period following a Triggering Determination, either Parent or the Company may terminate this Agreement by delivery of written notice to the other. (iii) In addition, in the event that the Debt Financing is not consummated within 95 calendar days following the date hereof, this Agreement may be terminated from and after such 95th calendar day by either Parent or the Company by delivery of a written notice to the other. (iv) In the event that this Agreement is terminated by the Company pursuant to Section 5.2(b)(ii), then unless Parent informs the Company that it is no longer interested in acquiring the Company (provided that Parent shall promptly notify the Company if it is no longer so interested and upon such notice the period of exclusivity shall terminate), for a period of 90 days from and after such termination, the Company shall not (and shall cause its Representatives not to) except in each case to the extent required for the members of the Company’s board of directors to comply with their fiduciary duties and the Sellers and their Representatives shall not, directly or indirectly, (i) solicit, initiate or encourage any alternative business combination transaction, (ii) engage or participate in any discussions or negotiations with respect to any alternative business combination transaction, (iii) furnish any non-public information of or relating to the Company or any of its Subsidiaries to any Person in furtherance of any alternative business combination transaction, (iv) accept, recommend or enter into any alternative business combination transaction or (v) with respect to Sellers, sell or agree to sell their Common Stock. During such period the Company and Sellers shall enter into good faith exclusive discussions with Parent regarding a potential business combination transaction.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company ifat any time before the Effective Time: (a) whether before or after obtaining the Requisite Company Vote, if the Merger shall has not have been consummated by March 31June 8, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2015 (the "Termination “Outside Date"”); provided that provided, that, notwithstanding the Termination Date shall be automatically extended for three months ifforegoing, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to under this clause (aSection 7.2(a) shall not be available to any party that has breached its obligations under to this Agreement in whose breach of any manner that shall have proximately caused the occurrence covenant or agreement of this Agreement has materially contributed to, or resulted in, the failure of to consummate the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Datesuch date; (b) if the Offer Termination occurs and this Agreement has been submitted to the stockholders of the Company Requisite Vote shall not have been obtained for adoption at the a duly convened Company Stockholders Meeting (or at any adjournment adjournment, postponement or postponement recess thereof; or) and the Requisite Company Vote is not obtained upon a vote taken thereof; (c) if the Offer shall have expired (and not been further extended pursuant to Section 1.1(c)) and Merger Sub shall not have elected pursuant to and in accordance with Section 1.3 to pursue the Merger as provided in Section 5.6; provided, however, that the foregoing shall not affect Merger Sub’s obligation to extend the Offer pursuant to and in accordance with Section 1.1(c), subject to Section 1.3; (d) whether before or after obtaining the Requisite Company Vote, if (i) any Order of any federal or state court of the United States of America or any state thereof permanently restraining, enjoining enjoins or otherwise prohibiting prohibits consummation of the Merger shall Merger, and such Order has become final and non-appealable; provided that nonappealable, or (ii) any other Order permanently enjoins or otherwise prohibits consummation of the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have Merger, and such Order removed, repealed has become final and nonappealable and would have a Parent Material Adverse Effect or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in a Company Material Adverse Effect after giving effect to the issuance or imposition of such OrderMerger.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time abandoned, by action of the board of directors of either Parent or the Company if:(with any termination by Parent also being an effective termination by Merger Sub): (a) if (A) the Merger Offer Closing shall not have been consummated by March 31occurred on or before August 18, 20092022 (the “Initial Outside Date”, whether and, as such time and date as it may be extended pursuant to this Section 8.02(a), the “Outside Date”) or (B) the Offer is before terminated or after withdrawn in accordance with Section 1.01 of this Agreement without any Shares being purchased thereunder; provided, however, that in the date case of receipt this Section 8.02(a), if on the Initial Outside Date, all of the Company Requisite Vote Offer Conditions, other than the condition in clause (c) of Annex I (HSR Act) and those conditions that by their nature are to be satisfied at the "Termination Date"); provided time that the Termination Date Offer expires, shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of by Parent, then either Parent or the Company may, by written notice to the other conditions prior to the consummation of Initial Outside Date, extend the Merger set forth Initial Outside Date by 135 days immediately following the Initial Outside Date; provided, further, that in Article VIII has been satisfied or waived or remains capable of satisfactionno event shall the Outside Date be later than December 31, and 2022 (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faiththe event of such extension, all references to the Outside Date herein, including in Annex I, shall be deemed to be references to such same date); provided provided, further, that the right to terminate this Agreement pursuant to this clause (aSection 8.02(a) shall not be available to any party that has breached its obligations under party: (i) if the Offer Closing shall have occurred, or (ii) whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of principal cause of, or primarily resulted in, the failure of the Merger Offer Closing to be consummated, including its obligations required by Section 7.4, have occurred on or before the Termination Outside Date;; or (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment Law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise prohibiting permanently prohibiting: (i) prior to the Offer Closing, the consummation of the Offer, or (ii) prior to the Closing, the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Ordernonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors written notice of either Parent (on behalf of the Buyer Parties) or the Company Company, if: : (a) the Merger shall not have been consummated by March 3111:59 p.m. (Eastern time) on September 18, 20092018, whether such date is before or after the date of receipt of the Company Requisite Vote Shareholder Approval is obtained (such date, the "Termination Date"); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote Shareholders' Meeting shall have been held and completed and the Company Shareholder Approval shall not have been obtained at the such Company Stockholders Shareholders' Meeting or at any adjournment or postponement thereof; or or (c) any Order Injunction issued 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 Company Shareholder Approval has been obtained); provided 61 provided, that the right to terminate this Agreement pursuant to this clause (c) Section 6.2 shall not be available to any party that has not used its reasonable best efforts whose breach or failure to have such Order removed, repealed or overturned or that breached in fulfill any material respect its obligations obligation under this Agreement in any manner has been the primary cause of, or the primary factor that shall have proximately resulted in in, the issuance circumstance enabling termination pursuant to this Section 6.2 on or imposition of such Orderbefore the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger Acceptance Time shall not have been consummated occurred by March 31, 20092015; provided, whether such date is before or after that if the date of receipt of the Company Requisite Vote (the "Termination Date"); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions condition set forth in Sections 8.1(bclause (ii) of Annex B shall not have been satisfied or waived but (i) prior to the Acceptance Time and each of the other applicable conditions to the consummation of the Merger set forth in Article VIII has Annex B shall have been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that hereto shall have proximately caused be entitled to extend the occurrence Termination Date through April 30, 2015 by written notice to the other parties for the purpose of the failure of the Merger to be consummatedsatisfying such conditions (such date, including its obligations required by Section 7.4any permitted extensions thereof, on or before the “Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof”); or (cb) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; ; (c) provided that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in primarily contributed to the issuance or imposition occurrence of the failure of such Ordercondition to the consummation of the Offer or the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March 31June 30, 20092004, whether such date is before or after the date of receipt approval of the Merger by the Company Requisite Vote (the "Termination Date"); provided provided, however, that if either Parent or the Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date shall may be automatically extended for three months if, on by Parent or the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of Company from time to time by written notice to the other conditions party to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactiona date not beyond August 31, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date2004; (b) the Company Requisite Vote and Parent Requisite Vote shall not have been obtained at the Company Stockholders Stockholder Meeting or Parent Stockholder Meeting, respectively, or at any adjournment or postponement thereof; or; (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of the Merger by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 8.1(b), 8.1(d) and 8.2(f), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and non-appealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (c) Section 9.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) if the Merger shall not have been consummated by March 31, 20092007, or such other date as Parent and the Company agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of receipt approval by the shareholders of the Company Requisite Vote (the "Termination Date"referred to in Section 7.1(a); provided that the Termination Date shall be automatically extended for three months if, but only if on the Termination Date any date of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the such extension all other conditions to the consummation Closing have been or are readily capable of being satisfied (the “Termination Date”), the approval of this Agreement by the shareholders of the Merger set forth Company referred to in Article VIII has been satisfied or waived or remains capable of satisfaction, and (iiSection 7.1(a) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Shareholders Meeting or at any adjournment or postponement thereof; or 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 shareholders of the Company); provided that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of a condition to the consummation 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 Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger The Closing Date shall not have been consummated occurred by March 31June 15, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2000 (the "Termination Date"); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to under this clause (a) shall not be available to any party that has breached its obligations whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in any manner that shall have proximately caused the occurrence of the failure of the Merger Closing Date to be consummated, including its obligations required by Section 7.4, occur on or before the Termination Date;; and provided further that the Termination Date shall be June 29, 2000 if (i) any waiting period (and any extension thereof) under the HSR Act applicable to the Merger shall not have expired or been terminated by June 15, 2000, or (ii) the SEC shall have refused to allow the Company to file a definitive proxy statement with respect to the Merger by June 1, 2000. (b) the Company Requisite Vote Any court of competent jurisdiction or Governmental Authority shall not have been obtained at the Company Stockholders Meeting issued an order, decree or at ruling or taken any adjournment or postponement thereof; or (c) any Order other action permanently restraining, enjoining or otherwise prohibiting consummation the payment of the Merger Consideration for the Shares or the making of any Cash Payment pursuant to the Merger and such order, decree, ruling or other action shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Ordernonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: : (ai) the Merger shall not have been consummated by March 31July 15, 20092000, 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 for three nine months (the "Extended Date") if, on the Termination Date July 15, 2000: (x) any of the conditions set forth Governmental Consents described in Sections 8.1(bSection 7.1(c) shall have not have been satisfied obtained or waived but waived, (iy) each of the other conditions to the consummation of the Merger set forth in Article VIII VII has been satisfied or waived or remains capable of satisfaction, and (iiz) any approvals required by Section 8.1(b) Governmental Consent that have has not yet been obtained are is being pursued diligently and in good faith; provided that (ii) the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence approval of the failure of the Merger to be consummated, including its obligations Company's shareholders required by Section 7.4, on or before the Termination Date; (b7.1(a) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or (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 Merger shall become final and non-appealableappealable (whether before or after the approval by the shareholders of the Company or Parent); provided that or (v) on or after the right to terminate this Agreement pursuant to this clause Regulatory Termination Date (cas defined below) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed the Board of Directors of Parent or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in of the issuance or imposition of such Order.Company

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company ifat any time before the Effective Time: (a) if the Merger shall has not have been consummated by March 31May 2, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2017 (the "Termination “Outside Date"”); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided except that the right to terminate this Agreement pursuant to under this clause (aSection 7.2(a) shall not be available to any party that has breached its obligations under to this Agreement in any manner whose breach of this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate the Merger by such date; provided, that if (i) the Marketing Period has begun but not ended by the initial Outside Date, then the Outside Date shall automatically be extended to the date that is three (3) Business Days after the final day of the Marketing Period, and (ii) as of such date, all conditions to this Agreement shall have proximately caused been satisfied or waived (other than those that are satisfied by action taken at the occurrence of Closing) other than any condition set forth in Section 6.1(b), Section 6.1(c) or Section 6.1(d), then (A) the failure of Company and Parent may (each in its sole discretion) mutually agree to consummate the Merger or (B) if the Company and Parent fail to so agree, the Outside Date will be consummatedautomatically extended to June 2, including its obligations required by Section 7.4, on or before the Termination Date2017; (b) if this Agreement has been submitted to the stockholders of the Company Requisite Vote shall not have been obtained for adoption at the a duly convened Company Stockholders Meeting (or at any adjournment or postponement thereof) and the Requisite Company Vote is not obtained upon a vote taken thereon; or (c) if any Law or Order is enacted, issued, promulgated or entered that permanently restraining, enjoining enjoins or otherwise prohibiting prohibits consummation of the Merger shall Merger, and (in the case of any Order) such Order has become final and non-appealablenonappealable; provided that provided, that, with respect to any such Order, the right to terminate this Agreement pursuant to under this clause (cSection 7.2(c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately whose breach of this Agreement has been the primary cause of, or primarily resulted in in, the enactment, issuance or imposition of entry of, or failure to remove, such Order.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by action (whether before or after the receipt of the board of directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Merger shall not have been consummated by on or prior to 5:00 p.m., Eastern Time, on March 31, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2021 (the "Termination “End Date"”); provided that the Termination Date shall be automatically extended for three months ifprovided, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionhowever, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aSection 7.02(a) shall not be available to any party that has breached its obligations under whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement in any manner that shall have proximately caused has been the occurrence of cause of, or resulted in, the failure of the Merger to be consummated, including its obligations required by Section 7.4, consummated on or before the Termination End Date. The Parties mutually covenant to use their reasonable best efforts to consummate the Closing by March 1, 2021; (b) the Company Requisite Vote if any Governmental Entity of competent jurisdiction shall not have been obtained at the Company Stockholders Meeting enacted, issued, promulgated, enforced, or at entered any adjournment Law or postponement thereof; or (c) any Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided provided, however, that the right to terminate this Agreement pursuant to this clause (cSection 7.02(b) shall not be available to any party that has not used its reasonable best efforts to have such Order removedwhose breach of any representation, repealed warranty, covenant, or overturned or that breached agreement set forth in any material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company stockholders meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company stockholders meeting has been adjourned or postponed, in any manner that shall have proximately resulted in which case at the issuance final adjournment or imposition of such Order.postponement thereof);

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger Amalgamation may be abandoned at any time prior to 11:59 p.m. (Oslo, Norway time) on March 28, 1999 if either the Parent or the Company shall determine, in either case in such party's sole discretion, that its due diligence review of the other party has not been satisfactory. (b) This Agreement may be terminated and the Amalgamation 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: if (ai) the Merger Amalgamation shall not have been consummated by March 31September 30, 20091999, whether such date is before or after the date of receipt approvals by the stockholders of the Company Requisite Vote (the "Termination Date"); provided that , (ii) the Termination Date shall be automatically extended for three months if, on the Termination Date any approval of the conditions set forth in Sections 8.1(bCompany's stockholders required by Section 7.1(a) shall not have been satisfied obtained at a meeting duly convened therefor or waived but (i) each of the other conditions at any adjournment or postponement thereof; provided, however, that if an Acquisition Proposal has been made by any Person prior to the consummation time of such vote, the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have Company may not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (aii) shall until a date that is not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused less than 90 days from the occurrence date of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on such vote or before the Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (ciii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Amalgamation shall become final and non-appealableappealable (whether before or after the approval by the stockholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this clause (ci) above shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Amalgamation to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March 31February 28, 20092006, whether such date is before or after the date of receipt approval of the Merger by the Company Requisite Vote (the "“Termination Date"”); provided provided, however, that if any condition of Closing set forth in Section 7.1 that remains reasonably capable of satisfaction has not been fulfilled or waived prior to March 15, 2006, the Termination Date shall be automatically extended for three months ifto such date; provided, on the Termination Date further, that if any of the conditions set forth in Sections 8.1(b) shall such condition has not have been satisfied fulfilled or waived but (i) each of the other conditions prior to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date, as so extended, the Company and Parent shall negotiate in good faith an additional extension of the Termination Date, taking into consideration all relevant factors; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealableappealable (whether before or after the approval of the Merger by the Company Requisite Vote); provided provided, however, that the right to terminate this Agreement pursuant to this clause (c) Section 9.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by action of the board of directors of either Parent or the Company ifTime: (a) if the Merger shall has not have been consummated by March 31September 15, 2009, whether such date is before or after the date of receipt of the Company Requisite Vote 2007 (the "Termination “Outside Date"”); provided that the Termination Date shall be automatically extended for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided except that the right to terminate this Agreement pursuant to under this clause (a) shall not be available to any party that has breached to this Agreement whose failure to fulfill any of its obligations under this Agreement has been a principal cause of, or resulted in, the failure to consummate the Merger by such date; provided, that the Company may in any manner that its sole discretion extend the Outside Date to October 31, 2007 if (i) prior to September 7, 2007, the Company shall have proximately caused notified Parent in writing that it desires to extend the occurrence Outside Date to October 31, 2007; (ii) such extension will not lead to a breach or acceleration of a Material Contract; and (iii) the Company shall have exercised the purchase options contemplated by each of the failure Material Contracts listed as items 50 and 51 in Section 3.9(e) of the Merger to be consummated, including its obligations required by Section 7.4, Company Disclosure Letter (and the agreements referenced therein) on or before prior to September 15, 2007 in accordance with the Termination Datewritten instructions of Parent, if such written instructions shall have been received by the Company no later than September 13, 2007; (b) if this Agreement has been submitted to the stockholders of the Company Requisite Vote shall not have been obtained for adoption at the a duly convened Company Stockholders Meeting (or at any adjournment or postponement thereof) and the Requisite Company Vote is not obtained upon a vote taken thereon; (c) if any Law prohibits consummation of the Merger; or (cd) if any Order permanently restrainingrestrains, enjoining enjoins or otherwise prohibiting prohibits consummation of the Merger shall Merger, and such Order has become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of such Ordernonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by March 31January 15, 20092003, 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 for three months if, on the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of the other conditions to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactionprovided, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (ai) shall not be available to any party that has breached its obligations whose failure to fulfill any obligation under this Agreement in any manner that shall have proximately caused the occurrence of contributed to the failure of the Merger to be consummatedconsummated by the Termination Date, including its obligations required by Section 7.4and provided, further, that in the event that the failure of the Merger to occur on or before January 15, 2003 is the Termination Date; 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 (bso 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 Requisite Vote shall not have been obtained at the Company Stockholders Special Meeting or at any duly held adjournment or postponement thereof; or , or (cB) 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 order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that appealable (whether before or after the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in approval by the issuance or imposition stockholders of such Orderthe Company).

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by March December 31, 20092000, whether such date is before or after the date of receipt approval of the Merger by the Company Requisite Vote (the "Termination Date"); provided provided, however, that if either Parent or the Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date shall may be automatically extended for three months if, on by Parent or the Termination Date any of the conditions set forth in Sections 8.1(b) shall not have been satisfied or waived but (i) each of Company from time to time by written notice to the other conditions party to the consummation of the Merger set forth in Article VIII has been satisfied or waived or remains capable of satisfactiona date not beyond February 28, and (ii) any approvals required by Section 8.1(b) that have not yet been obtained are being pursued diligently and in good faith; provided that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date2001; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Stockholder Meeting or at any adjournment or postponement thereof; or; (c) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealablenon- appealable (whether before or after the approval of the Merger by the Company Requisite Vote); provided or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), 7.1(d) and 7.2(f), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this clause (c) Section 8.2 shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately resulted in contributed to the issuance or imposition occurrence of such Orderthe failure of the Merger to be consummated.