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 Parent or by the Company (provided that such action is approved by the Special Committee), if (a) the Merger shall not have been consummated by July 21, 2007 (the “Termination Date”), or (b) any Injunction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 shall not be available to any party that has breached 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 (in the case of Section 9.2(a), 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 Parent or by the Company (provided that such action is approved by the Special Committee), if (a) the Merger shall not have been consummated by July 21June 30, 2007 (the “Termination Date”), ; (b) the adoption by the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Stockholders’ Meeting (after giving effect to all adjournments or postponements thereof); or (bc) any Injunction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 9.2(a) shall not be available to any party that has breached if the circumstances described in Section 9.2(a) were caused by such party’s failure to comply with 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 (in the case of Section 9.2(a), by the Termination Date)Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or by the Company (provided that such action is approved by the Special Committee), if (a) the Merger shall not have been consummated by July 21, 2007 (the “Termination Date”), or (b) any Injunction Law permanently restraining, enjoining or otherwise prohibiting consummation any of the Merger transactions contemplated by this Agreement or the provisions of the Stockholder Tender Agreement relating to the tender, non-withdrawal and voting of Shares shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 shall not be available to any party 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 (in the case of Section 9.2(a), by the Termination Date)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or by the Company (provided that such action is approved by the Special Committee), if (ai) the Merger shall not have been consummated by July 21March 31, 2007 2002, whether such date is before or after the date of approval by the Stockholders of the Company (the “Termination Date”), ; or (bii) any Injunction Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 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 caused the occurrence of the failure of the Merger to be consummated (in the case of Section 9.2(a), by the Termination Date)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 either Parent or by the Company (provided that such action is approved by the Special Committee), if (ai) the Merger shall not have been consummated by July 21December 31, 2007 (the “Termination Date”"TERMINATION DATE"), or (bii) any Injunction Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to clause (i) of this Section 9.2 8.2 shall not be available to any party that has breached its obligations Party whose failure to fulfill any obligation under this Agreement in any manner that shall have proximately contributed to Agreement, has been the occurrence of cause of, or results in, the failure of the Merger to be consummated (in the case of Section 9.2(a), by the Termination Date)such time.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent or by the Company (provided that such action is approved by the Special Committee), or Parent if (a) the Merger shall not have been consummated by July 21on or before April 12, 2007 (the “Termination Date”), 2006 or (b) there shall be any Injunction permanently restraining, enjoining or otherwise prohibiting Law that makes consummation of the Merger shall have become or the Spin-Off illegal or otherwise prohibited or any Order that is final and nonnonappealable preventing the consummation of the Merger or the Spin-appealableOff; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 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 the Merger to be consummated (in the case of Section 9.2(a), by the Termination Date)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or by the Company (provided that such action is approved by the Special Committee), if (ai) the Merger shall not have been consummated by July 21May 31, 2007 2006 (the “Termination Date”), ; or (bii) any Injunction Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2 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 (in the case of Section 9.2(a), by the Termination Date)consummated.