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 transactions contemplated hereby may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a)); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking to terminate this Agreement pursuant to this Section 9.02(c) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the failure to consummate the Offer Closing on or before such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by December 18, 2018, whether such date is before or after the Written Consent shall have been obtained (the “Termination Date”); or (b) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a)Written Consent shall have been obtained); provided, however, provided that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c) 7.2 shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of a condition to consummate the Offer Closing on or before such dateconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by June 30, 1998, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iii) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-non- appealable (whether before or after the adoption of this Agreement approval by the shareholders stockholders of the Company referred to in Section 8.01(a)Company); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(cclause (i) above shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby by this Agreement may be abandoned at any time prior to the Effective Time Time, by action of either Parent or the Company or Parent if: (a) the Merger shall not have been consummated by 5:00 p.m. local time on March 31, 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 if it is then in material breach of any of its representations, warranties, obligations or agreements hereunder; or (b) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a))appealable; provided, however, provided that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c9.2(b) shall not have be available to any Party that has breached in any material respect its obligations under set forth in this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of a condition to consummate the Offer Closing on or before such dateconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (a) any Order the Merger shall not have been consummated by a Governmental Entity December 31, 2007, whether such date is before or after the date of competent jurisdiction in a jurisdiction in which any approval by the shareholders of the Company (the “Termination Date”); (b) the approval of this Agreement by the Company’s shareholders required by Section 7.1(a) shall not have occurred at the Shareholders Meeting or Parent has substantial operations at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company referred to in Section 8.01(a)Company); provided, however, provided that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c) 8.2 shall not have 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 caused or substantially contributed to the failure of the Merger to consummate be consummated by the Offer Closing on or before such dateTermination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to by action of the Effective Time by Board of Directors of either Parent or the Company if: if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Order Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by a Governmental Entity of competent jurisdiction in a jurisdiction in which any December 31, 1998, whether such date is before or after the approval by the stockholders of the Company or Parent has substantial operations (c) any 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 adoption of this Agreement approval by the shareholders stockholders of the Company referred to in Section 8.01(a)or Parent); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(cclause (a) or clause (b) above shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of the Tender Offer or the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Merger Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by August 30, 2003 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Common Shares, (ii) the Company shall not have obtained the Company Requisite Vote, or (iii) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders holders of the Company referred to in Section 8.01(a)Common Shares); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(cclause (i) above shall not have be available to any party that has breached in any material respect its material obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: : (ai) the Merger shall not have been consummated 56 62 by December 31, 2001; (ii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (iii) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company referred to in Section 8.01(aor Parent)); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking . The right to terminate this Agreement pursuant to this Section 9.02(cclause (i) of the immediately preceding sentence shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) any Order the Merger shall not have been consummated by a Governmental Entity of competent jurisdiction in a jurisdiction in which any April 19, 2021 (the “Termination Date”); (b) the receipt of the Requisite Company Vote referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or Parent has substantial operations at any adjournment or postponement thereof at which a vote upon the approval of the Merger was taken; or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (appealable, whether before or after the adoption of this Agreement by the shareholders receipt of the Requisite Company Vote referred to in Section 8.01(a)7.1(a); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c) 8.2 shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to resulted in the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by November 8, 2016 (such date, including any permitted extensions thereof, the “Termination Date”); (b) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a)); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts)appealable; or (bc) if in the event that the Shareholders Meeting (iincluding any adjournments or postponements thereof, subject to Section 6.4(a)) shall have been held and been concluded and the Offer Closing Requisite Company Vote shall not have occurred on or before been obtained; provided that the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c) 8.2 shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially primarily contributed to the occurrence of the failure of such condition to consummate the Offer Closing on or before such dateconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) any Order the Merger shall not have been consummated by a Governmental Entity of competent jurisdiction in a jurisdiction in which any August 14, 2020 (the “Termination Date”); (b) the receipt of the Requisite Company Vote referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or Parent has substantial operations at any adjournment or postponement thereof at which a vote upon the approval of the Merger was taken; or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (appealable, whether before or after the adoption of this Agreement by the shareholders receipt of the Requisite Company Vote referred to in Section 8.01(a)7.1(a); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(c) 8.2 shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to resulted in the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: if (a) any Order by a Governmental Entity court of competent jurisdiction in a jurisdiction in which the United States or some other governmental body or regulatory authority shall have issued an order, decree or ruling or taken any of the Company or Parent has substantial operations other action permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a)); providednonappealable, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if the Company Shareholder Approval shall not have been received at the Company Shareholders Meeting duly called and held, (ic) the Offer Closing Parent Shareholder Approval shall not have been received at the Parent Shareholder Meeting duly called and held, or (d) the Effective Time shall not have occurred on or before August 31, 2002, unless otherwise extended in accordance with the Outside Date, and terms of this Agreement (ii) the party seeking "TERMINATION DATE"); provided that the right to terminate this Agreement pursuant to this Section 9.02(c8.2(iii) shall not have breached in be available to any material respect party whose failure to fulfill any of its obligations under this Agreement results in any manner that shall have proximately caused or substantially contributed to the such failure to consummate the Offer Closing on or before such dateclose.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: : (ai) the Merger shall not have been consummated by December 31, 2001; (ii) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (iii) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement approval by the shareholders of the Company referred to in Section 8.01(aor Parent)); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking . The right to terminate this Agreement pursuant to this Section 9.02(cclause (i) of the immediately preceding sentence shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at by any time prior to of the Effective Time by either Parent or the Company if: parties hereto if (a) any Order the transactions contemplated by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer this Agreement or the Merger shall not have been consummated by April 15, 1999, or at any adjournment or postponement thereof, or (b) a federal or state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents consummation of the transactions contemplated by this Agreement or the Merger, and such injunction or order shall have become final and non-appealable (whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a))appealable; provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking to terminate this Agreement pursuant to this Section 9.02(cclause (b) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have proximately caused or substantially approximately contributed to the failure to consummate the Offer Closing on transactions contemplated by this Agreement or before such datethe Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by January 31, 2001 (the "Termination Date"), (ii) the adoption of this Agreement by the Company's shareholders required by Section 8.1(a) shall not have occurred at a meeting duly convened therefore or at any adjournment or postponement thereof, or (iii) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement or approval by the shareholders of the Company referred to in Section 8.01(a)Company); provided, however, that the terminating party shall have complied with its obligations under Section 7.04 (Reasonable Best Efforts); or (b) if (i) the Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking right to terminate this Agreement pursuant to this Section 9.02(cclause (i) above shall not have be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially approximately contributed to the failure of the Merger to consummate the Offer Closing on or before such datebe consummated.