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

Termination by Either Purchaser or the Company. This Agreement may be terminated by either Purchaser or the Company at any time prior to the Closing: (a) if the Closing shall not have occurred on or before December 31, 2009 (the “Initial Termination Date”); provided, however, that in the event the condition to the Merger set forth in Section 7.1(b) or Section 7.1(d) shall not have been satisfied or waived on or prior to the Initial Termination Date, and all of the other conditions to the Merger shall have been satisfied or waived on or prior to the Initial Termination Date (other than conditions which would be satisfied at Closing), the Initial Termination Date shall be automatically extended until March 31, 2010 (the “Extended Termination Date”); and provided further, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party hereto whose breach of any covenant or obligation under this Agreement has resulted in the failure of any of the conditions to the Merger to be satisfied on or before the Initial Termination Date or the Extended Termination Date, as applicable; or (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting; or (c) if any Law or Order prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by either Purchaser action of the Board of Directors of the Company or the Company at any time prior to the Closing: Purchaser if (a) if the Closing shall not have occurred on or before December 31, 2009 (the “Initial Termination Date”); provided, however, that in the event the condition to the Merger set forth in Section 7.1(b) or Section 7.1(d) shall not have been satisfied or waived on or prior consummated by the earlier to occur of (i) December 31, 2001 and (ii) the Initial Termination Datelater of (A) October 31, and all of 2001, (B) 45 calendar days after the other conditions to the Merger Proxy Statement shall have been satisfied approved by the SEC or waived on (C) 30 calendar days after the Form 10 Registration Statement (as defined in the Spin-Off Agreements) shall have been declared effective by the SEC, (b) the Special Meeting shall have been held and the stockholders of the Company shall have failed to adopt this Agreement thereat or prior to at any adjournment or postponement thereof, or (c) a United States federal or state court of competent jurisdiction or United States federal or 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 Initial Termination Date (transactions contemplated by this Agreement and such order, decree, ruling or other than conditions which would be satisfied at Closing), the Initial Termination Date action shall be automatically extended until March 31, 2010 (the “Extended Termination Date”)have become final and non-appealable; and provided further, that the right party seeking to terminate this Agreement pursuant to this Section 8.2(aclause (c) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) or (b) above, that the terminating party shall not be available to have breached in any party hereto whose breach of any covenant or obligation material respect its obligations under this Agreement has resulted in any manner that shall have proximately contributed to the failure of any of the conditions to the Merger to be satisfied on or before the Initial Termination Date or the Extended Termination Date, as applicable; or (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting; or (c) if any Law or Order prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of consummate the Merger, and such Order has become final and nonappealable.

Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company at any time prior to the Closing: if (a) if this Agreement and the Closing Merger shall fail to receive the requisite vote for approval and adoption by the shareholders of the Company at the Company Special Meeting, (b) the Merger shall not have occurred on or been consummated before December 31June 30, 2009 (the “Initial Termination Date”)1997; provided, however, that in this Agreement may be extended by written notice of either Purchaser or the event the condition Company to a date not later than September 30, 1997, if the Merger set forth in Section 7.1(b) or Section 7.1(d) shall not have been consummated as a direct result of the conditions in Section 8.1(a), 8.1(c) or 8.1(d) not having been satisfied by such date, (c) a United States federal or waived on state court of competent jurisdiction or prior to United States federal or 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 Initial Termination Datetransactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable, or (d) the Board of Directors of the Company shall have exercised its rights set forth in, and all in accordance with the terms of, Section 7.3 of the other conditions to the Merger shall have been satisfied or waived on or prior to the Initial Termination Date (other than conditions which would be satisfied at Closing), the Initial Termination Date shall be automatically extended until March 31, 2010 (the “Extended Termination Date”)this Agreement; and provided furtherprovided, that the right party seeking to terminate this Agreement pursuant to this Section 8.2(aclause (b) shall not have taken any action that would cause it to be available to any party hereto whose breach of any covenant or obligation under this Agreement has resulted in the failure material violation of any of its representations, warranties or covenants set forth in this Agreement, and the conditions party seeking to the Merger terminate this Agreement pursuant to be satisfied on or before the Initial Termination Date or the Extended Termination Date, as applicable; or (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting; or clause (c) if any Law shall have used all reasonable efforts to remove such injunction, order or Order prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealabledecree.

Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company at any time prior to the Closing: if (a) if this Agreement and the Closing Merger shall fail to receive the requisite vote for approval and adoption by the shareholders of the Company at the Company Special Meeting, (b) the Merger shall not have occurred on or been consummated before December 31March 30, 2009 (the “Initial Termination Date”)1996; provided, however, that in this Agreement may be extended by written notice of either Purchaser or the event the condition Company to a date not later than June 30, 1996, if the Merger set forth in Section 7.1(b) or Section 7.1(d) shall not have been satisfied or waived on or prior to the Initial Termination Date, and all consummated as a direct result of the other conditions to the Merger in Section 8.1(a) or 8.1(c) not having been satisfied by such date, or (c) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have been satisfied issued an order, decree or waived on ruling or prior to taken any other action permanently restraining, enjoining or otherwise prohibiting the Initial Termination Date (transactions contemplated by this Agreement and such order, decree, ruling or other than conditions which would be satisfied at Closing), the Initial Termination Date action shall be automatically extended until March 31, 2010 (the “Extended Termination Date”)have become final and non-appealable; and provided furtherprovided, that the right party seeking to terminate this Agreement pursuant to this Section 8.2(aclause (b) shall not be available to any party hereto whose breach of any covenant or obligation under this Agreement has resulted in the failure material violation of any of its representations, warranties or covenants set forth in this Agreement, and the conditions party seeking to the Merger terminate this Agreement pursuant to be satisfied on or before the Initial Termination Date or the Extended Termination Date, as applicable; or (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting; or clause (c) if any Law shall have used all reasonable efforts to remove such injunction, order or Order prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealabledecree.

Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company at any time prior to the Closing: if (a) if the Closing shall not have occurred on or before December 31, 2009 (the “Initial Termination Date”); provided, however, that in the event the condition to this Agreement and the Merger set forth in Section 7.1(bshall fail to receive the requisite vote for approval and adoption by the shareholders of the Company at the Company Special Meeting, (b) or Section 7.1(d) the Merger shall not have been satisfied or waived consummated on or prior before September 30, 1998; provided however that this Agreement may be extended by written notice of either Purchaser or the Company to the Initial Termination Datea date no later than December 31, and all of the other conditions to 1998 if the Merger shall not have been consummated as a direct result of the conditions in Section 8.1(a) or 8.1(c) not having been satisfied or waived on or prior to the Initial Termination Date (other than conditions which would be satisfied at Closing), the Initial Termination Date shall be automatically extended until March 31, 2010 (the “Extended Termination Date”)by such date; and provided further, however, that this Agreement may be extended by the mutual written agreement of Purchaser and the Company, or (c) a United States federal or state court of competent jurisdiction or United States federal or 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 non-appealable; provided, that the right party seeking to terminate this Agreement pursuant to this Section 8.2(aclause (b) shall not be available to any party hereto whose breach of any covenant or obligation under this Agreement has resulted in the failure material violation of any of its representations, warranties or covenants set forth in this Agreement, and the conditions party seeking to the Merger terminate this Agreement pursuant to be satisfied on or before the Initial Termination Date or the Extended Termination Date, as applicable; or (b) if the Company Stockholder Approval shall not have been obtained at the Company Stockholder Meeting; or clause (c) if any Law shall have used all reasonable efforts to remove such injunction, order or Order prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealabledecree.