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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 31, 2005, 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 8.1(a) shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof; 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 approval by the stockholders of the Company; provided, however, that the right to terminate this Agreement pursuant to clause (a) 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 3111:59 p.m., 2005New York City time, March 15, 2008, 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 approval by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Order Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided, however, provided that in each case the right to terminate this Agreement pursuant to clause (a) above this Section 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 and such breach 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 31, 2005, whether such the date is before or after falling six months from the date of approval by the stockholders of the Company this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a party if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under this Agreement; (b) the approval of Company Shareholders Meeting shall have occurred and the Company’s stockholders required by Section 8.1(a) Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining Law or otherwise prohibiting consummation of injunction having the Merger effect set forth in Section 7.1(b) shall be in effect and shall have become final and non-appealable, whether before or after the approval by the stockholders of the Company; provided, however, that the right to terminate this Agreement pursuant to clause (athis Section 8.2(c) above shall not be available to any a party that has breached if the issuance of such final, non-appealable Law or injunction was primarily due to the breach or failure of such party to perform in any a material respect any of its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummatedAgreement.

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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December August 31, 2005, 2003 whether such date is before or after the date of approval by the stockholders of the Company (the “"Termination Date”"); , (b) the Company's stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval of the Company’s stockholders required by Section 8.1(a7.1(a) shall not have been obtained at the Company Meeting thereat or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company); provided, however, that the right to terminate this Agreement pursuant to clause (a) 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: if (ai) the Merger shall not have been consummated by December 31April 30, 20051999, whether such date is before or after the date of approval by the stockholders of the Company Company; (the “"Termination Date”"); , (bii) the approval of the Company’s 's stockholders required by Section 8.1(a7.1(a) shall not have been obtained at the Company Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or thereof (cthe "Company Shareholders Meeting") or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company); provided, however, that the right to terminate this Agreement pursuant to clause (ai) 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December 31, 20052006, 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 approval adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company; provided), however, provided that the right to terminate this Agreement pursuant to clause (a) above this Section 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 and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of either the Company referred to in Section 8.1(a), by action of the board of directors of either or Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December 31on or before September 30, 2005, whether such date is before or after the date of approval by the stockholders of the Company 2006 (the “Termination "Outside Date”"); , (b) the approval of the Company’s stockholders required by Section 8.1(a) there shall not have been obtained at the Company Meeting or at be any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting Law that makes consummation of the Merger shall become illegal or otherwise prohibited or any Order (which the parties used their reasonable best efforts to remove, resolve or lift) that is final and non-appealable, whether before or after nonappealable preventing the approval by the stockholders consummation of the CompanyMerger or (c) the 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, 2006; provided, however, that the right to terminate this Agreement pursuant to clause (a) above this Section 7.2 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 the Merger to be consummatedconsummated or, as 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December August 31, 2005, 2003 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 vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 8.1(a7.1(a) shall not have been obtained at the Company Meeting thereat or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company); provided, however, that the right to terminate this Agreement pursuant to clause (a) 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by (i) December 31, 20052006, or (ii) if the conditions set forth in Section 7.1(b) have not been satisfied by December 31, 2006, but all other conditions set forth in Article VII are capable of being satisfied as of such date, then March 31, 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) (the “Termination Date”"TERMINATION DATE"); , (b) the approval adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company); provided, however, PROVIDED that the right to terminate this Agreement pursuant to clause (a) above this Section 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board respective boards of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 3111:59 p.m., 2005New York City time on January 30, whether 2012 (such date is before or after the date of approval by the stockholders of the Company (date, the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the Merger to occur on or prior to such date; (b) the Shareholders Meeting shall have been held and completed and approval of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company such Shareholders Meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a); 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 approval by the stockholders of the Company; provided, however, that the right to terminate this Agreement pursuant to clause (a) 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 11:59 p.m., New York City time, October 31, 20052007, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval of this Agreement by the Company’s stockholders required by shareholders of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, however, provided that in each case the right to terminate this Agreement pursuant to clause (a) above this Section 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 and such breach 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 31October 4, 20052017 (such date, whether such date is before or after the date of approval by the stockholders of the Company (including any permitted extensions thereof, the “Termination Date”); (b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; or (c) in the event that the Stockholders Meeting (including any adjournments or postponements thereof, whether before or after subject to Section 6.4(a)) shall have been held and been concluded and the approval by the stockholders of the CompanyRequisite Company Vote shall not have been obtained; provided, however, that the right to terminate this Agreement pursuant to clause (a) above this Section 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 primarily contributed to the occurrence of the failure of such 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December 31August 15, 20052007, 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 approval adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Stockholders Meeting or at (or, in the case of any adjournment or postponement thereof; or , the latest such adjournment or postponement) or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the Company; provided), however, provided that the right to terminate this Agreement pursuant to clause (a) above this Section 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if:; (a) the Merger shall not have been consummated by December 318, 20052009, whether such date is before or after the date of approval of the Merger pursuant to this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval of the Company’s Merger pursuant to this Agreement by the stockholders required by of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Meeting or at Stockholders Meeting, including any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval of the Merger pursuant to this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided, however, provided that the right to terminate this Agreement pursuant to clause (a) above this Section 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Company Board of directors Directors or Parent Board of either Parent or the Company and by written notice if: Directors if (a) the Merger Effective Time shall not have been consummated occurred by December 31November 30, 20052007, whether such date is before or after the date of approval the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4 (the “Termination Date”); ; (b) the approval adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a) 4.4 shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof; or (c) any Order injunction or similar restraint or order issued or entered by a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 4.4); provided, however, that the right to terminate this Agreement pursuant to clause (a) above this Section 6.2 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 caused 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 Arrangement may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: if (ai) the Merger Arrangement shall not have been consummated by December 31, 20052000, whether such date is before or after the date of approval by the stockholders shareholders of the Company (the “Termination Date”"TERMINATION DATE"); , (bii) the approval of the Company’s stockholders 's shareholders required by Section 8.1(a7.1(a) shall not have been obtained at the Company Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or , (ciii) the Bermuda Court shall fail to sanction the Scheme of Arrangement or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Arrangement shall become final and non-appealable, appealable (whether before or after the approval by the stockholders shareholders of the CompanyCompany or Parent); provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to clause (ai) 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 Arrangement 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, whether before or after the approval Time by stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by December 31May 10, 20052019 (the “Termination Date”), whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company (the “Termination Date”referred to in Section 7.1(a); (b) the approval adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained occurred at the Company Meeting a meeting duly convened therefor or at any adjournment or postponement thereofthereof at which a vote upon the adoption of this Agreement was taken; or (c) any Law or 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 stockholders of the CompanyCompany referred to in Section 7.1(a); provided, however, provided that the right to terminate this Agreement pursuant to clause (a) above this Section 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 caused 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, whether before or after the approval Time by stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company and (by written notice action of its board of directors) if: (a) the Merger shall not have been consummated by December 311, 20052007, 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 approval of this Agreement by the Company’s stockholders required by of the Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided, however, provided that in each case the right to terminate this Agreement pursuant to clause (a) above this Section 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 and such breach 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board of directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December 31May 22, 20052011, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date the “Termination Date”); ; (b) the approval Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company’s stockholders required by Company referred to in Section 8.1(a7.1(a) shall not have been obtained at the Company such Stockholders Meeting or at any adjournment or postponement thereof; or or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company; Company referred to in Section 7.1(a)), provided, however, that the right to terminate this Agreement pursuant to clause (a) above this Section 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 primarily 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, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), Time by action of the board Board of directors Directors of either Parent or the Company and by written notice if: if (a) the Merger shall not have been consummated by December 31February 28, 20052000, whether such date is before or after the date of approval by the stockholders of the Company (the “"Termination Date”"); , provided, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in SECTION 7.1(c); (b) the approval of the Company’s 's stockholders required by Section 8.1(aSECTION 7.1(a) shall not have been obtained at the Company Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or 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 approval by the stockholders of the Company; provided, however, that the right to terminate this Agreement pursuant to 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.