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 either the Parent Board or the Company Board if (i) the Merger shall not have been consummated by December 31, 1999 (the "Termination Date"), whether such date is before or after the date of approval of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shall have rejected the Merger and the Merger Agreement at the Company Stockholder Meeting, if required, or at any adjournment or postponement thereof; or (iii) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote, if required); provided that the right to terminate this Agreement pursuant to this Section 802 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.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Offer, Merger, and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Acceptance Time by action of the board of directors of either the Parent Board or the Company Board if if: (ia) Merger Sub has not accepted Shares for payment pursuant to the Merger shall not have been consummated by December 31Offer on or before November 30, 1999 2012, (the "“Termination Date"”), whether such date is before or after the date of approval of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shall have rejected the Merger and the Merger Agreement at the Company Stockholder Meeting, if required, or at any adjournment or postponement thereof; or (iiib) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable, or (whether before c) the Offer shall have terminated or after expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the approval by the Company Requisite Vote, if required)Offer; provided that the right to terminate this Agreement pursuant to this Section 802 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of event which gave rise to the Merger to be consummatedtermination right under this Section 8.2.

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 the Parent Board or the Company Board if (ia) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the Merger purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 31, 1999 (the "Termination Date")1998, whether such date is before or after the date of approval of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shall have rejected the Merger and the Merger Agreement at of the Company Stockholder Meeting, if required, or at any adjournment or postponement thereof; or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company Requisite Vote, if requiredor Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 802 clause (a) or clause (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer or 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 the Parent Board or the Company Board if (i) the Merger shall not have been consummated by December 31June 30, 1999 (the "Termination Date")1998, whether such date is before or after the date of approval of this Agreement by the stockholders of the Company Requisite Vote(the "Termination Date"), if required; (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, a meeting duly convened therefor or at any adjournment or postponement thereof; thereof or (iii) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-non- appealable (whether before or after the approval by the Company Requisite Vote, if requiredstockholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this Section 802 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the 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 the Parent Board or the Company Board if (ia) the Merger shall not have been consummated by December 31, 1999 (the "Termination Date")2007, whether such date is before or after the date of approval by the shareholders of the Company (the “Termination Date”); (b) the approval of this Agreement by the Company Requisite Vote, if required; (iiCompany’s shareholders required by Section 7.1(a) the Company's stockholders shall not have rejected the Merger and the Merger Agreement occurred at the Company Stockholder Meeting, if required, Shareholders Meeting or at any adjournment or postponement thereof; or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote, if requiredshareholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 802 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummatedconsummated by 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 the Parent Board or the Company Board if (ia) the Merger shall not have been consummated by December 31November 30, 1999 (the "Termination Date")2000, whether such date is before or after the date of approval of this Agreement by the stockholders of the Company Requisite Vote, if requiredor Parent (the "Termination Date"); (iib) the approval of the Company's or Parent's stockholders required by SECTION 7.1(a) shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, a meeting duly convened therefor or at any adjournment or postponement thereof; or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Voteappealable; provided, if required); provided that the right to terminate this Agreement pursuant to this Section 802 clause (a) or (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the failure of the Merger to be consummatedconsummated or the stockholder approval to be 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 of directors of either the Parent Board or the Company Board if (i) the Merger shall not have been consummated by December 31June 30, 1999 (the "Termination Date")2009, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company Requisite Vote(such date, as extended, if requiredextended pursuant to the following proviso, the “Termination Date”); (ii) the Company's stockholders Company Shareholder Approval shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, Shareholders Meeting or at any adjournment or postponement thereof; , or (iii) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote, if requiredshareholders of the Company); provided provided, that the right to terminate this Agreement pursuant to clause (i) of this Section 802 9.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the occurrence of principal cause or resulted in the 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 the Parent Board or the Company Board if (i) the Merger shall not have been consummated by December January 31, 1999 2001 (the "Termination Date"), whether such date is before or after (ii) the date of approval adoption of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shareholders required by Section 8.1(a) shall not have rejected the Merger and the Merger Agreement occurred at the Company Stockholder Meeting, if required, a meeting duly convened therefore or at any adjournment or postponement thereof; , or (iii) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval by the Company Requisite Vote, if requiredshareholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this Section 802 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately approximately contributed to the occurrence of the 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 Date by action of the Board of Directors of either the Parent Board or the Company Board if (ia) the Merger Transaction shall not have been consummated completed by December 31, 1999 (the "Termination Drop Dead Date"), whether such date is before or after the date of approval of this Agreement by the Company Requisite Vote, if requiredSecurityholders (the "Termination Date"); (iib) the Company's stockholders shall have rejected the Merger and the Merger Agreement at approval of the Company Stockholder Meeting, if required, Securityholders required by Section 7.01(c) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Transaction shall become final and non-appealable (whether before or after the approval by the Company Requisite Voteappealable; provided, if required); provided that the right to terminate this Agreement pursuant to this Section 802 clause (a) or (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the failure of the Merger Transaction to be consummatedconsummated or the stockholder approval to be 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 of directors of either the Parent Board or the Company Board if (i) the Merger shall not have been consummated by December March 31, 1999 (the "Termination Date")1998, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company Requisite Vote(the "TERMINATION DATE"), if required; (ii) the approval of the Company's stockholders shareholders required by Section 7.1(a) shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, a meeting duly convened therefor or at any adjournment or postponement thereof; thereof or (iii) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-non- appealable (whether before or after the approval by the Company Requisite Vote, if requiredshareholders of the Company); provided PROVIDED, that the right to terminate this Agreement pursuant to this Section 802 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the 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 the Parent Board or the Company Board if (ia) the Merger shall not have been consummated by December 31, 1999 (the "Termination Date")2006, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the stockholders of the Company Requisite Vote, if required; (iireferred to in Section 7.1(a) the Company's stockholders shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, Stockholders Meeting or at any adjournment or postponement thereof; thereof or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Votestockholders of the Company), if required); provided that the right to terminate this Agreement pursuant to this Section 802 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to be consummatedconsummation 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 the Parent Board or the Company Board if (ia) the Merger shall not have been consummated by December 31September 30, 1999 (the "Termination Date")2006, whether such date is before or after the date of approval the adoption of this Agreement by the Shareholders of the Company Requisite Votereferred to in Section 7.1(a) (the “Termination Date”), if required; (iib) the Company's stockholders adoption of this Agreement by the Shareholders of the Company referred to in Section 7.1(a) shall not have rejected the Merger and the Merger Agreement been obtained at the Company Stockholder Meeting, if required, Shareholders Meeting or at any adjournment or postponement thereof; thereof or (iiic) any Law Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the Shareholders of the Company Requisite Vote, if requiredreferred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 802 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to be consummatedconsummation of the Merger.