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 by either the Parent or the Company at any time prior to the Closing (whether before or after the receipt of the Requisite Company Vote): (a) if the Merger has not been consummated on or before the End Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to before the Closing Effective Time: (a) whether before or after the receipt of obtaining the Requisite Company Vote): (a) , if the Merger has not been consummated on or before by June 8, 2015 (the End "Outside Date"); provided, howeverthat, that notwithstanding the foregoing, the right to terminate this Agreement pursuant to under this Section 8.2(a7.2(a) shall not be available to any party to this Agreement whose material breach of any representation, warranty, covenant, covenant or agreement set forth in of this Agreement has been the principal cause ofmaterially contributed to, or primarily contributing factor that resulted in, the failure of to consummate the Merger to be consummated on or before the End Dateby such date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, Offer Termination occurs and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 (or adjournment, postponement or recess thereof) 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 been obtained at 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 enjoins or otherwise prohibits consummation of the Merger, and such meeting Order has become final and nonappealable, or (unless ii) any other Order permanently enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable and would have a Parent Material Adverse Effect or a Company Stockholders Meeting has been adjourned or postponed, in which case at Material Adverse Effect after giving effect to the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing (whether before or after the receipt of the Requisite Company Vote): (a) if the Merger has not been consummated on or before December 12, 2021 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal a contributing cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal a contributing cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company VoteCompany): (a) if the Merger has not been consummated on or before May 14, 2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a8.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; provided, further, however, that if the Commitment End Date is extended pursuant to Section 6.11(e), then the End Date shall also be extended by the number of days that the Commitment End Date is extended; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b8.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, 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 which case at the final including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing Effective Time by either Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Merger shall not have been consummated by November 30, 2007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if Parent or the Company determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Governmental Entity, the Termination Date may be extended to a date not beyond February 29, 2008 (the "Termination Date") if either Parent or the Company notifies the other party in writing on or prior to November 30, 2007, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, (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-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Merger has not been consummated on or before the End Datereferred to in Section 7.1(a)); provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(a) 8.2 shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of the Merger a condition to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by written notice of either the Company or after the receipt of Parent to the Requisite Company Vote):other if: (a) if the The Merger has shall not have been consummated by 5:00 p.m. (New York Time) on or before prior to September 6, 2021 (the End “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of a condition to the consummation of the Merger (subject to be consummated on or before the End Date;applicable notice and cure provisions set forth in this Article IX); or (b) if any Any Law or final, non-appealable Governmental Authority of competent jurisdiction Order shall have been enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegalthat permanently restrains, permanently enjoining, enjoins or otherwise permanently prohibiting the prohibits consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause ofenactment, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Governmental Order; orprovided further that the Governmental Entity issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. (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 The Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at such meeting (unless such Company Stockholders a Special Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)any adjournment.

Termination by Either Parent or the Company. This Agreement may be terminated by either (upon notice from the Parent or terminating parties to the Company other parties) and the Merger may be abandoned at any time prior to the Closing Effective Time by either Parent or the Company if (a) the Merger shall not have been consummated by October 31, 2004, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): and the Parent (a) if the Merger has not been consummated on or before the End "Termination Date; "), provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (a) shall not be available to any party whose material breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the principal cause of, or primarily contributing factor that resulted in, proximately contributed to the failure of the Merger to be consummated on or before by the End Termination Date; , (b) if the approval of (i) the Merger Proposal or Recapitalization Proposal by the stockholders of the Company entitled to vote thereon shall not have been obtained at the Company Special Meeting or at any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforcedduly held adjournment or postponement thereof, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting (ii) the consummation Issuance by the stockholders of the Merger, Parent shall not have been obtained at the Parent Stock IssuanceSpecial Meeting or any duly held adjournment or postponement thereof, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(bclause (b) shall not be available to any party whose material breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been proximately contributed to the principal cause offailure to obtain such approval of the stockholders, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has the approval of the Note Cancellation by the holders of Company Notes shall not have been submitted to obtained or (d) any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company 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 which case at the final adjournment or postponement thereofParent).. 49

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Merger Asset Acquisition has not been consummated on or before December 31, 2021, (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal a contributing cause of, or primarily a contributing factor that resulted in, the failure of the Merger Asset Acquisition to be consummated on or before the End Date; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the MergerAsset Acquisition, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; ornon-appealable; (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 which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval and the Requisite Parent Vote shall not have been obtained.

Termination by Either Parent or the Company. This Agreement may be terminated by either terminated, and the Parent or the Company Merger may be abandoned, at any time prior to the Closing (whether before Effective Time, by Parent or after the receipt of the Requisite Company Vote):if: (a) if any court of competent jurisdiction or other Governmental Body of competent jurisdiction has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Merger Merger, and such order, decree, ruling, or other action has not been consummated on or before the End Datebecome final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.2(a) shall not be available to any a party whose material breach if the issuance of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or such final and non-appealable order was primarily contributing factor that resulted in, caused by the failure of the Merger such party to be consummated on or before the End Datecomply with its obligations under this Agreement, including Section 5.7; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, the Effective Time has not occurred on or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting prior to the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealableOutside Date; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b7.2(b) shall not be available to any a party whose material breach if the failure of any representation, warranty, covenant, the Effective Time to occur on or agreement set forth in this Agreement has been prior to the principal cause of, Outside Date was primarily caused by the failure of such party to comply with Section 5.7 or primarily contributing factor that resulted in, its obligations to consummate the issuance, promulgation, enforcement, or entry of any Closing on the date on which such Law or Orderparty is required to consummate the Closing pursuant to Section 1.3; 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 duly adopted by holders of Common Shares constituting the Company Stockholders Meeting has been adjourned or postponed, in which case Requisite Vote at the final Stockholders’ Meeting or any adjournment or postponement thereof)thereof at which a vote is taken on the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company transactions contemplated hereby may be abandoned at any time prior to the Closing Effective Time by either Parent or the Company (whether before or after at the receipt direction of the Requisite Company Vote):Special Committee) if: (a) if the Merger has Effective Time shall not been consummated have occurred on or before November 15, 2019 (the End “Outside Date; ”), provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any the party whose material seeking to terminate if such party (or, in the case of Parent, either Parent or Merger Sub) is in breach of any representation, warranty, covenantof, or agreement set forth has breached, in any material respect, any of its obligations under this Agreement required to be performed at or prior to the consummation of the Merger, where such breach has been the principal primary cause of, or primarily contributing factor that resulted in, of the failure of the consummation of the Merger to be consummated occur on or before the End Outside Date; (b) if the Company Stockholder Approval or the Minority Approval shall not have been obtained upon a vote taken at the Company Meeting duly convened therefor or any Governmental Authority of competent jurisdiction adjournment or postponement thereof; (c) the Special Committee shall have enactedmade a Change of Recommendation; or (d) any Order permanently restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order Merger shall have become final and nonappealable; providednon-appealable, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(d) shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been the principal cause of, or primarily contributing factor in any manner that resulted in, the issuance, promulgation, enforcement, or entry of any shall have proximately contributed to 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing Effective Time (whether before or after notwithstanding any approval and authorization of this Agreement by the receipt shareholders of the Requisite Company VoteCompany): (a) if the Merger has not been consummated on or before June 7, 2018 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party Party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been results in, or was the principal primary cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law Legal Requirement that remains in effect (other than the application to the Transactions of applicable waiting periods under the HSR Act or Order other Antitrust Legal Requirements) or order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this AgreementTransactions, and such Law Legal Requirement or Order order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 shareholders of the Company for adoption approval and authorization at a duly convened Company Stockholders Shareholder Meeting and the Requisite Company Vote Shareholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof) provided, however, that: (A) a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) if the failure of such Company Shareholder Approval to be obtained is directly attributable to a failure, on the part of the Party seeking to terminate this Agreement, to perform in any material respect any covenant in this Agreement required to be performed by such Party at or prior to the Effective Time or the material breach of such Party's representations and warranties; and (B) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) unless the Company shall have made any payment required to be made to Parent pursuant to Section 9.6(a)(iii).

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt shareholders of the Requisite Company VoteCompany): (a) if the Merger has not been consummated on or before February 19, 2016 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement in any material respect has been the principal primary cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if the Shareholders’ Meeting at which this Agreement has been voted upon shall have been held and completed, and the holders of the outstanding Company Common Shares fail to authorize, adopt and approve this Agreement by the Requisite Company Vote; or (c) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, that is in effect at the time of such termination and renders the Merger illegal or that permanently enjoining, enjoins or otherwise permanently prohibiting prohibits the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final final, binding and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.02(c) shall have complied in all material respects with its obligations under Section 5.08; provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(b7.02(c) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement in any material respect has been the principal primary cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by written notice of either the Company or after Parent to the receipt of the Requisite Company Vote):other if: (a) if the The Merger has shall not have been consummated by 5:00 p.m. (New York Time) on or before prior to November 13, 2023 (the End “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of a condition to the consummation of the Merger (subject to be consummated on or before the End Date;applicable notice and cure provisions set forth in this ARTICLE IX); or (b) if any Any Law or final, non-appealable Governmental Authority of competent jurisdiction Order shall have been enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegalthat permanently restrains, permanently enjoining, enjoins or otherwise permanently prohibiting the prohibits consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(b) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause ofenactment, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Governmental Order; orprovided, further that the Governmental Entity issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. (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 The Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at such meeting (unless such Company Stockholders a Special Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)any adjournment.

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company transactions contemplated hereby may be abandoned at any time prior to the Closing Effective Time by either Parent or the Company (whether before or after at the receipt direction of the Requisite Company Vote):Special Committee) if: (a) if the Merger has Effective Time shall not been consummated have occurred on or before June 30, 2018 (the End “Outside Date; ”), provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any the party whose material seeking to terminate if such party (or, in the case of Parent, either Parent or Merger Sub) is in breach of any representation, warranty, covenantof, or agreement set forth has breached, in any material respect, any of its obligations under this Agreement required to be performed at or prior to the consummation of the Merger, where such breach has been the principal primary cause of, or primarily contributing factor that resulted in, of the failure of the consummation of the Merger to be consummated occur on or before the End Outside Date; (b) if the Company Stockholder Approval or the Minority Approval shall not have been obtained upon a vote taken at the Company Meeting duly convened therefor or any Governmental Authority of competent jurisdiction adjournment or postponement thereof; (c) the Special Committee shall have enactedmade a Change of Recommendation; or (d) any Order permanently restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order Merger shall have become final and nonappealable; providednon-appealable, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(d) shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been the principal cause of, or primarily contributing factor in any manner that resulted in, the issuance, promulgation, enforcement, or entry of any shall have proximately contributed to 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (Effective Time, whether before or after the receipt of (except as otherwise provided below) the Requisite Company Vote):Vote shall have been obtained, by action taken or authorized by Parent or the Company if: (a) if the Merger has Closing shall not have been consummated by 5:00 p.m. Eastern time on or before February 15, 2014 (the "End Date"); provided, however, that the right to terminate this Agreement pursuant to under this Section 8.2(a9.2(a) shall not be available to (i) any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in obligation under this Agreement has been the principal proximate cause of, or primarily contributing factor that resulted in, the failure of the Merger Closing to be consummated on or before occur prior to the End Date, and (ii) the Company if, at the time of any such intended termination by the Company, either Parent or the Company shall be entitled to terminate this Agreement pursuant to Section 9.2(b); (b) the Requisite Company Vote shall have failed to have been obtained at the Shareholders Meeting (after giving effect to all adjournments or postponements thereof at which this Agreement has been voted upon); or (c) if (i) any Governmental Authority court of competent jurisdiction or other Governmental Authority shall have enactedissued a judgment, issuedorder, promulgatedinjunction, enforcedrule or decree, or entered taken any Law or Order making illegalother action restraining, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation any of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, Agreement and such Law judgment, order, injunction, rule, decree or Order other action shall have become final and nonappealable, or (ii) if there shall be any Applicable Law that makes the consummation of the Merger illegal or otherwise prohibited; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 8.2(b9.2(c) shall not be available have used its reasonable best efforts to any party whose material breach of any representationcontest, warrantyappeal and remove such judgment, covenantorder, injunction, rule, decree, ruling or agreement set forth other action in this Agreement has been the principal cause ofaccordance with Sections 6.4(c) and 7.2(c), or primarily contributing factor that 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 which case at the final adjournment or postponement thereof)as applicable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned (i) by action of the Board of Directors of either the Parent or the Company if the Merger shall not have been consummated by September 30, 1998, whether such date is before or after the date of approval by the shareholders of the Company (the "TERMINATION DATE"), (ii) by action of the Board of Directors of Parent, if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any time adjournment or postponement thereof, (iii) by action of the Board of Directors of the Company, if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the Closing time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its shareholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (iv) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Merger has not been consummated on or before the End DateParent); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (i) above shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing (whether before or after the receipt of the Requisite Company VoteShareholder Approval): (a) if the Merger has not been consummated on or before September 30, 2022 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal a primary contributing cause of, or primarily was a primary contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal a primary contributing cause of, or primarily was a contributing factor that 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 shareholders of the Company for adoption at a duly convened Company Stockholders Shareholders Meeting and the Requisite Company Vote Shareholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Shareholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing 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, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote and/or the Parent Requisite Vote (the "Termination ----------- Date"), (b) the approval of the Company's stockholders required by Section ---- 8.1 (a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable after the parties have used their respective commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Merger has not been consummated on or before the End DateCompany); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. (a) This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by action of either Parent or after the receipt of the Requisite Company Vote): (a) in writing if the Merger has shall not have been consummated on by January 31, 2004; provided, that the right to terminate this Agreement pursuant to this provision shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated; or (b) This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either Parent or before the End DateCompany in writing if there shall be a final non-appealable Order of any Governmental Entity of competent jurisdiction in effect which has the effect of (i) making this Agreement or any of the transactions contemplated hereby illegal or unenforceable, (ii) preventing the consummation of any of the transactions contemplated by this Agreement or the ability of any of the parties to this Agreement to perform any of their obligations hereunder, (iii) limiting in any material respect the ownership, control or operation by Parent of the Surviving Corporation or the Company or the Surviving Corporation's or the Company's business, operations or assets, or requiring Parent, the Surviving Corporation or the Company to dispose of or hold separate any material portion of the business, operations or assets of Parent, the Surviving Corporation or the Company or (iv) otherwise prohibiting the consummation of the Merger; provided, however, that the right to terminate this Agreement pursuant to under this Section 8.2(a) provision shall not be available to any party whose material action or failure to act has been a principal cause of or resulted in the issuance or the enactment or promulgation of such Order and such action or failure to act constitutes a breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by written notice of either the Company or after the receipt of Parent to the Requisite Company Vote):other if: (a) if the The Merger has shall not have been consummated by 5:00 p.m. (New York Time) on or before prior to January 24, 2026 (the End “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of a condition to the consummation of the Merger (subject to be consummated on or before the End Dateapplicable notice and cure provisions set forth in this Article IX); (b) if any Any Law or final, non-appealable Governmental Authority of competent jurisdiction Order shall have been enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegalthat permanently restrains, permanently enjoining, enjoins or otherwise permanently prohibiting the prohibits consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(b) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause ofenactment, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Governmental Order; provided further that the Governmental Entity issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby; 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 The Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at such meeting (unless such Company Stockholders a Special Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)any adjournment.

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing Effective Time by action of the board of directors of either the Company or Parent (and written notice to the other party) if (a) the Merger shall not have been consummated by August 31, 2001 whether such date is before or after the date of approval by the holders of Shares of the Company (the "Termination Date"); provided, however, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, on August 31, 2001: (i) any of the Governmental Consents described in 7.1(b) have not been obtained or waived, (ii) each of the other conditions to the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (iii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith; (b) the approval of the holders of shares of Common Stock required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the shareholders of the Requisite Company Vote): Company); or (ad) if any Law is in effect or is adopted or issued which has the Merger has not been consummated on effect of prohibiting the Spin-Off or before the End DateMerger; providedprovided further, however, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (a) above shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or any of the Company or Parent at any time prior to the Closing Effective Time (whether before or after the receipt of the Requisite Company Parent Vote): (a) if the Merger has not been consummated on or before the 150th day following the date of this Agreement (the “End Date”); provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement Agreement, such that the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b), or Section 6.03(a) or Section 6.03(b), as applicable, would not be satisfied, has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable, or if any Governmental Entity prevents the commencement and completion of the Offer; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement Agreement, such that the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b), or Section 6.03(a) or Section 6.03(b), as applicable, would not be satisfied, and has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to at the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and Parent Shareholders Meeting, the Requisite Company Parent Vote shall not have been obtained at such meeting (unless such Company Stockholders Parent Shareholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either written notice and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Merger has shall not have been consummated on or before by the End Termination Date; providedprovided that if on such date all of the conditions set forth in Article VI have been satisfied or waived (other than the conditions set forth in Section 6.1(b) (HSR), Section 6.1(c) (FCC) or Section 6.2(d) (Final Order) and those conditions that by their nature can only be satisfied at the Closing), then the Termination Date shall be automatically extended for an additional one hundred and eighty (180) calendar days; provided further, however, that the right to terminate this Agreement pursuant to under this Section 8.2(a7.2(a) shall not be available to any party whose material breach (including in the case of Parent, a material breach by Merger Sub) of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the a principal cause of, or primarily contributing factor that principally resulted in, the failure of the Merger to be consummated on or before the End DateTermination Date (as such date may be extended in accordance with this Section 7.2(a)); (b) if any Governmental Authority the adoption of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 by the Requisite Company Vote shall not have been obtained at such meeting (unless such Company the Stockholders Meeting has been adjourned or postponedat any adjournment, in which case at the final adjournment recess or postponement thereofof the Stockholders Meeting in accordance with this Agreement at which a vote on the adoption of this Agreement was taken; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 6.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by written notice of either the Company or after the receipt of Parent to the Requisite Company Vote):other if: (a) if The Merger shall not have been consummated by 5:00 p.m. (New York Time) on or prior to November 6, 2021 (the “Outside Date”); provided that, the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to any Party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger has not (subject to the applicable notice and cure provisions set forth in this Article IX); or (b) Any Law or final, non-appealable Governmental Order shall have been consummated on enacted, issued, promulgated, enforced or before entered that permanently restrains, enjoins or otherwise prohibits consummation of the End DateMerger; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(b) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been the principal cause of, or primarily contributing factor in any manner that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enactedproximately contributed to the enactment, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Governmental Order; orprovided further that the Governmental Entity issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. (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 The Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at such meeting (unless such Company Stockholders a Special Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)any adjournment.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company upon written notice to the other party at any time prior to the Closing Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company VoteCompany): (a) if the Merger has not been consummated on or before September 21, 2015 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date;. (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable, and Company, Parent and Merger Sub have cooperated in all reasonable respects and Parent and Merger Sub have used reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, 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 Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either (upon notice from the Parent or terminating parties to the Company other parties) and the Merger may be abandoned at any time prior to the Closing Effective Time by either Parent or the Company if (a) the Merger shall not have been consummated by October 31, 2004, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): and the Parent (a) if the Merger has not been consummated on or before the End Date; provided"TERMINATION DATE"), howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 8.2(aclause (a) shall not be available to any party whose material breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the principal cause of, or primarily contributing factor that resulted in, proximately contributed to the failure of the Merger to be consummated on or before by the End Termination Date; , (b) if the approval of (i) the Merger Proposal or Recapitalization Proposal by the stockholders of the Company entitled to vote thereon shall not have been obtained at the Company Special Meeting or at any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforcedduly held adjournment or postponement thereof, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting (ii) the consummation Issuance by the stockholders of the Merger, Parent shall not have been obtained at the Parent Stock IssuanceSpecial Meeting or any duly held adjournment or postponement thereof, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 8.2(bclause (b) shall not be available to any party whose material breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been proximately contributed to the principal cause offailure to obtain such approval of the stockholders, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has the approval of the Note Cancellation by the holders of Company Notes shall not have been submitted to obtained or (d) any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company 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 which case at the final adjournment or postponement thereofParent).

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing 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, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote and/or the Parent Requisite Vote (the "Termination Date"), (b) the approval of the Company's stockholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable after the parties have used their respective commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Merger has not been consummated on or before the End DateCompany); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose that has breached in any material breach of any representation, warranty, covenant, or agreement set forth in respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated by either the Parent or the Company this Agreement may be abandoned at any time prior to the Closing (whether before Effective Time by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Merger has shall not been consummated have occurred by 5:00 p.m. (New York City time) on or before the End nine (9) month anniversary of this Agreement (the “Termination Date”); provided, however, that the right a Party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, if the failure of the Merger to be consummated on occur by the Termination Date is primarily attributable to a failure of such Party to perform any of its covenants or before the End Dateother agreements under this Agreement; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the Company’s stockholders of the Company for adoption at a duly convened Company 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 Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof).; or (c) any Order permanently enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt of the Requisite Company Vote); provided, that unless such Order was primarily caused by a material breach by the Company of its representations, warranties, covenants or agreements under this Agreement, Parent shall not be permitted to terminate this Agreement pursuant to this Section 8.2(c) 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 8.3(c)(iii) prior to or concurrently with such termination. Table of Contents

Termination by Either Parent or the Company. This Agreement may be terminated by either and the Parent or the Company Merger may be abandoned at any time prior to the Closing (whether before Effective Time by written notice of either the Company or after Parent to the receipt of the Requisite Company Vote):other if: (a) if the The Merger has shall not have been consummated by 5:00 p.m. (New York Time) on or before prior to November 26, 2021 (the End “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause of, or primarily contributing factor that resulted in, occurrence of the failure of a condition to the consummation of the Merger (subject to be consummated on or before the End Date;applicable notice and cure provisions set forth in this ARTICLE IX); or (b) if any Any Law or final, non-appealable Governmental Authority of competent jurisdiction Order shall have been enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegalthat permanently restrains, permanently enjoining, enjoins or otherwise permanently prohibiting the prohibits consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(b9.2(a) shall not be available to any party whose Party that has breached in any material breach of any representation, warranty, covenant, or agreement respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the principal cause ofenactment, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Governmental Order; orprovided further that the Governmental Entity issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby. (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 The Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at such meeting (unless such Company Stockholders a Special Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)any adjournment.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Closing Effective Time (whether before or after notwithstanding any approval and authorization of this Agreement by the receipt shareholders of the Requisite Company VoteCompany): (a) if the Merger has not been consummated on or before June 7, 2018 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a9.2(a) shall not be available to any party Party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been results in, or was the principal primary cause of, or primarily contributing factor that resulted in, the failure of the Merger to be consummated on or before the End Date; (b) if any Governmental Authority Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law Legal Requirement that remains in effect (other than the application to the Transactions of applicable waiting periods under the HSR Act or Order other Antitrust Legal Requirements) or order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this AgreementTransactions, and such Law Legal Requirement or Order order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that 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 shareholders of the Company for adoption approval and authorization at a duly convened Company Stockholders Shareholder Meeting and the Requisite Company Vote Shareholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof) provided, however, that: (A) a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) if the failure of such Company Shareholder Approval to be obtained is directly attributable to a failure, on the part of the Party seeking to terminate this Agreement, to perform in any material respect any covenant in this Agreement required to be performed by such Party at or prior to the Effective Time or the material breach of such Party’s representations and warranties; and (B) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) unless the Company shall have made any payment required to be made to Parent pursuant to Section 9.6(a)(iii).