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 Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to 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 Time, whether before or after receipt of the Company Stockholder Approval, by action of the respective boards of directors of either Parent or the board Company (or, in the case of directors of the Company if paragraph (ic) below, by them jointly) if: (a) the Merger shall not have been consummated by February 111:59 p.m., 2000New York City time on June 26, whether 2013 (such date is before or after date, the date of approval by the stockholders of the Company referred to in Section 8.1(a“Termination Date”); provided, howeverthat 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 primarily caused the failure of the Merger to occur on or prior to such date; provided, further, that if a request on the Termination Date, the condition to Closing set forth in either Section 7.1(b) or Section 7.1(c) (but for additional information purposes of Section 7.1(b) only if such restraint, enjoinment or prohibition is received from the United States Federal Trade Commission or the attributable to an Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(aLaw) shall not have been obtained thereat satisfied, but all other conditions to Closing shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at any adjournment Closing), then the Termination Date may be extended by either Parent or postponement thereofthe Company to a date and time not later than 11:59 p.m., provided howeverNew York City time on September 26, 2013; provided, further, that Parent shall not be permitted if the Marketing Period has commenced less than 21 calendar days prior to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this AgreementTermination Date as defined above, the Merger and Termination Date shall be extended to a date which is one Business Day following the transactions contemplated hereby as required by Section 7.3(a), final day of the Marketing Period. (iiib) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable appealable. (whether before or c) by written election of both Parent and the Company delivered to each other during the five days after the approval referred to inoccurrence of a Litigation Trigger Event.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Share Exchange may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if if: (ia) the Merger Share Exchange shall not have been consummated by February 1October 25, 20002001, whether such date is before or after the date of approval of the Share Exchange by the stockholders of Company Requisite Vote (the "TERMINATION DATE"); (b) the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at the Company Shareholder Meeting or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger Share Exchange shall become final and non-appealable (whether before or after the approval referred of the Share Exchange by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to inissue any consent, order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in 7.1(b), and such denial of a request to issue such consent, order, decree, ruling or take such other action shall have been final and nonappealable. Notwithstanding the foregoing, the right to terminate this Agreement pursuant to 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 the Share Exchange 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 either Parent or the board of directors of the Company if if: (ia) the Merger shall not have been consummated by February 15:00 p.m. (New York City time) on June 10, 20002019 (the “Termination Date”), whether such date is before or after the date of approval by the stockholders of the Company Stockholder Approval and Parent Stockholder Approval referred to in Section 8.1(a6.1(a); provided, however, that if a request for additional information is received from ; (b) the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Stockholder Approval shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however, that thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub Stockholder Approval shall not have voted all Shares then owned beneficially been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), Parent Common Stock was taken; or (iiid) any Order Law or Judgment permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (appealable, whether before or after the approval date of the Company Stockholder Approval and Parent Stockholder Approval referred to inin Section 6.1(a); provided that the right to terminate this Agreement pursuant to Section 7.2(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 been the primary cause of the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger may be abandoned abandoned, by Parent or the Company at any time prior to the Effective Time by action Time, notwithstanding any requisite approval and adoption of Parent or this Agreement and the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval Transactions by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in if: (a) any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting court or other Governmental Entity of competent jurisdiction shall have been convenedissued, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat enacted, entered, promulgated or at enforced a Law or Order or taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger and such Law or Order or other action shall have become final and nonappealable; or (b) if (i) the Offer expires or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder, or (ii) Purchaser shall not have accepted for payment all Shares tendered pursuant to the Offer on or prior to the Termination Date; provided, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose material breach of its obligations under this Agreement results in such failure to purchase. The “Termination Date” is October 31, 2006, provided that if (A) prior to such date there is issued a Request for Additional Information and Materials under the HSR Act or that a similar request or investigation is made in connection with the review by any governmental or regulatory authority of the Offer and the Merger under any comparable law of non-appealable United States jurisdictions, and (whether before B) as of such date all of the conditions to the Offer set forth in Annex A shall then be satisfied except that the waiting period under the HSR Act has not expired or after been terminated, then the approval referred to inTermination Date shall be December 31, 2006.

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 board of directors of the Company if if: (ia) the Merger shall not have been consummated by February 129, 2000, whether such date is before or after the date of approval of the Merger by the stockholders of Company Requisite Vote (the Company referred to in Section 8.1(a"TERMINATION Date"); provided, however, that if a request for additional information is received from the United States Federal Trade Commission either Parent or the Antitrust Division of Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the United States Department of Justice pursuant Termination Date may be extended by Parent or the Company from time to time by written notice to the HSR Act or additional information is requested by other party to a governmental authority date not beyond March 31, 2000; (a "Foreign Authority"b) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at the Company Stockholder Meeting or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order Law permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred of the Merger by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to inissue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), 7.1(d) and 7.2(e), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable;

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company: (a) (i) if the Offer Acceptance Time has not occurred on or before 11:59 p.m. (New York City time) on November 23, 2016 (as such date may be extended pursuant to the immediately succeeding proviso or by the mutual written consent of the parties hereto, the “Termination Date”); or (ii) the Offer shall have expired pursuant to its terms and the terms of this Agreement without Outerwall Merger Sub having irrevocably accepted for payment the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer in accordance with this Agreement solely as a result of the failure to satisfy the Minimum Condition; provided, that in the event the Marketing Period has commenced but not yet been completed at the time of the Termination Date, the Termination Date shall be extended by Parent until three (3) Business Days after the final date of the Marketing Period; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement seeking to terminate if such party is in breach of, or has breached any of its covenants, obligations or agreements under this Agreement prior to the Effective Time by action of Parent or the board of directors Offer Acceptance Time, where such breach has been a principal cause of the Company if (i) failure of the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval Offer Acceptance Time to occur by the stockholders Termination Date; or (b) if any court or other Governmental Authority of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting competent jurisdiction shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat issued an Order or at taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer consummation of the Transactions and such Order or the Merger other action is or shall have become final and non-appealable (whether before or after nonappealable; provided, that the approval referred right to interminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement unless such party shall have complied with its obligations under Section 5.7 and Section 5.8.

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 Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 1November 30, 20001999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0January 31, 00002000, (xxii) xxx Company the Stockholders Meeting shall have been convened, held and completed convened and the approval adoption referred to in Section 8.1(a7.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to 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 been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 8.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) above shall not be available to any party that has breached its covenant to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be lifted.

Termination by Either Parent or the Company. This Either Parent or the Company may terminate this Agreement may be terminated and abandon the Merger may be abandoned at any time (notwithstanding approval thereof by the Requisite Shareholder Vote) prior to the Effective Time by action Time: (a) if any court of Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to competent jurisdiction in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act some other Governmental Entity or additional information is requested by a governmental regulatory authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convenedissued an order, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat decree or at ruling or taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer Merger and such order, decree, ruling or other action shall have become final and nonappealable; 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 of its obligations under this Agreement results in such failure to purchase and provided, further, that prior to terminating this Agreement pursuant to this Section 8.2(a), a party shall have used its reasonable best efforts to have any such decree, ruling, injunction, order, Law, claim, action or proceeding vacated, rescinded or dismissed, as applicable; (b) if the Merger shall become final not have been consummated on or before April 30, 2010 (the “Termination Date”), except that, in the event that prior to such date there is issued a Request for Additional Information and Materials under the HSR Act or that a similar request or investigation is made in connection with the review by any governmental or regulatory authority of the Merger under any comparable Law of non-appealable United States jurisdictions, the Termination Date shall instead be October 31, 2010; or (whether before or after c) if the Shareholders Meeting shall have been convened and a vote with respect to the approval referred to inof the plan of merger (as such term is used in Section 607.1103 of the FBCA) contained in this Agreement shall have been taken thereat and the approval of the plan of merger (as such term is used in Section 607.1103 of the FBCA) contained in this Agreement by the Requisite Shareholder Vote shall not have been obtained.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger may be abandoned abandoned, by Parent or the Company at any time prior to the Effective Time by action Time, notwithstanding any requisite approval and adoption of Parent or this Agreement and the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval Transactions by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in if: (a) any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting court or other Governmental Entity of competent jurisdiction shall have been convenedissued, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat enacted, entered, promulgated or at enforced a Law or Order or taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger and such Law or Order or other action shall have become final and nonappealable; or (b) if (i) the Offer expires or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder, or (ii) Purchaser shall not have accepted for payment all Shares tendered pursuant to the Offer on or prior to the Termination Date; provided, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose material breach of its obligations under this Agreement results in such failure to purchase. The "Termination Date" is October 31, 2006, provided that if (A) prior to such date there is issued a Request for Additional Information and Materials under the HSR Act or that a similar request or investigation is made in connection with the review by any governmental or regulatory authority of the Offer and the Merger under any comparable law of non-appealable United States jurisdictions, and (whether before B) as of such date all of the conditions to the Offer set forth in Annex A shall then be satisfied except that the waiting period under the HSR Act has not expired or after been terminated, then the approval referred to inTermination Date shall be December 31, 2006.

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 Parent or the board of directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 1December 31, 2000, whether such date is before or after the date of approval of the Merger by the stockholders of Company Requisite Vote (the Company referred to in Section 8.1(a"TERMINATION DATE"); provided, however, that if a request for additional information is received from the United States Federal Trade Commission either Parent or the Antitrust Division of Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the United States Department of Justice pursuant Termination Date may be extended by Parent or the Company from time to time by written notice to the HSR Act or additional information is requested by other party to a governmental authority date not beyond February 28, 2001; (a "Foreign Authority"b) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at the Company Stockholder Meeting or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order Law permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred of the Merger by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to inissue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), 7.1(d) and 7.2(f), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to 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 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 Parent or the board of directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 1June 30, 20002004, whether such date is before or after the date of approval of the Merger by the stockholders of Company Requisite Vote (the Company referred to in Section 8.1(a“Termination Date”); provided, however, that if a request for additional information is received from the United States Federal Trade Commission either Parent or the Antitrust Division of Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the United States Department of Justice pursuant Termination Date may be extended by Parent or the Company from time to time by written notice to the HSR Act or additional information is requested by other party to a governmental authority date not beyond August 31, 2004; (a "Foreign Authority"b) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Company Requisite Vote and Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at the Company Stockholder Meeting or Parent Stockholder Meeting, respectively, or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order Law permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred of the Merger by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to inissue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 8.1(b), 8.1(d) and 8.2(f), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been 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 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 Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000the Termination Date (as defined below), whether such date is before or after the date of approval approvals by the stockholders of the Company referred to in or Parent; (ii) the approval of the Company's stockholders required by Section 8.1(a)7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that if a request for additional information is received from an Acquisition Proposal has been made by any Person prior to the United States Federal Trade Commission or time of such vote, the Antitrust Division of the United States Department of Justice Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days after the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then date of such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000vote, (xxiii) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in of Parent's shareholders as required by Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiiiv) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred by the stockholders of the Company or Parent); provided, that the right to interminate this Agreement pursuant to 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. For purposes hereof, the "Termination Date" shall mean December 31, 1998, provided, however, that on or after December 15, 1998, either Parent or the Company shall have the right to extend this date until March 31, 1999 in order to obtain all of the Governmental Consents.

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 Parent or the board of directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 122, 20002002, whether such date is before or after the date of approval of the Merger by the stockholders of Company Requisite Vote (the Company referred to in Section 8.1(a"Termination Date"); provided, however, that if a request for additional information is received from the United States Federal Trade Commission either Parent or the Antitrust Division of Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the United States Department of Justice pursuant Termination Date may be extended by Parent or the Company from time to time by written notice to the HSR Act or additional information is requested by other party to a governmental authority date not beyond March 29, 2002; (a "Foreign Authority"b) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at the Company Stockholder Meeting or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order Law permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred of the Merger by the Company Requisite Vote); or (d) any Governmental Entity shall have failed to inissue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b) and 7.2(e), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to 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 the Merger to be consummated.