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

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28, 2001, (b) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (c) a United States federal, state, local or foreign court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 in any manner that shall have proximately contributed to the failure to consummate the Merger by February 28, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28December 31, 20011998, or (b) the approval of the Company's stockholders required by Section 6.1(a) 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (c) a United States federal, state, local federal or foreign state court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission other Governmental Entity shall have issued an orderinjunction or other order which prevents consummation of the Merger, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling injunction or other action order shall have become final and nonappealablenon-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (c) above shall have used all commercially reasonable best 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 in any manner that shall have proximately approximately contributed to the failure to consummate the Merger by February 28, 2001Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28December 31, 20011998, or (b) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor the Stockholders' Meeting or at any adjournment thereof, or (c) a United States federal, state, local federal or foreign state court of competent jurisdiction or United States federal or state, local or foreign state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; providedPROVIDED, that the party seeking to terminate this Agreement pursuant to this clause paragraph (c) shall have used all reasonable best efforts to remove such injunction, order or decree; and providedPROVIDED, in the case of a termination pursuant to clause paragraph (a) aboveof this Section 7.3, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger by February 28, 2001.in

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28August 31, 20011998, or (b) the b)the approval of the Company's stockholders required by Section 6.1(a10.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (c) a United States federal, state, local federal or foreign state court of competent jurisdiction or United States federal or state, local or foreign state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 in any manner that shall have proximately contributed to the failure to consummate the Merger by February 28, 2001Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at by any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company parties hereto if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by February 28April 15, 20011999, (b) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (cb) a United States federal, state, local federal or foreign state court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission other Governmental Entity shall have issued an order, decree injunction or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting order which prevents consummation of the transactions contemplated by this Agreement or the Merger, and such order, decree, ruling injunction or other action order shall have become final and nonappealablenon-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (cb) above shall have used all commercially reasonable best 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 approximately contributed to the failure to consummate the Merger transactions contemplated by February 28, 2001this Agreement or the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company or Parent if (a) the Merger shall not have been consummated by February 28on or before September 30, 20012006 (the "Outside Date"), (b) the approval there shall be any Law that makes consummation of the Company's stockholders required by Section 6.1(aMerger illegal or otherwise prohibited or any Order (which the parties used their reasonable best efforts to remove, resolve or lift) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, that is final and nonappealable preventing the consummation of the Merger or (c) a United States federalthe condition set forth in Section 6.1(d) hereof shall fail to be satisfied on or prior to the second Business Day after August 15, state, local or foreign court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable2006; provided, that the party seeking right to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 Section 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 contributed to the failure to consummate of the Merger by February 28to be consummated or, 2001as the case may be, the failure of the condition set forth in Section 6.1(d) hereof to be satisfied.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28August 31, 20012003 whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (b) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained vote upon this Agreement at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) a United States federal, state, local or foreign court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action Merger shall have become final and nonappealablenon-appealable (whether before or after the approval by the stockholders of the Company); provided, that the party seeking right to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 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 contributed to the occurrence of the failure to consummate of the Merger by February 28, 2001to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28August 31, 20012003 whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”), (b) the approval of the Company's ’s stockholders required by Section 6.1(a) shall not have been obtained vote upon this Agreement at a meeting duly convened therefor or at any adjournment thereof, or postponement thereof and the vote of approval required by Section 7.1(a) shall not have been obtained thereat or (c) a United States federal, state, local or foreign court of competent jurisdiction or United States federal or state, local or foreign governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action Merger shall have become final and nonappealablenon-appealable (whether before or after the approval by the stockholders of the Company); provided, that the party seeking right to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 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 contributed to the occurrence of the failure to consummate of the Merger by February 28, 2001to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28August 31, 20011997, or (b) the approval of the Company's stockholders required by Section 6.1(a) 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (c) a United States federal, state, local federal or foreign state court of competent jurisdiction or United States federal or state, local or foreign state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (c) shall have used all reasonable best 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 in any manner that shall have proximately contributed to the failure to consummate the Merger by February 28August 31, 20011997.