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

Termination by Either Purchaser or the Company. This Merger 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 Purchaser or the Company if (i) the Merger shall not have been consummated by July 31, 2003, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) 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, that the right to terminate this Merger Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Merger Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Date.

Termination by Either Purchaser or the Company. This Merger 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 Purchaser or the Company if (i) the Merger shall not have been consummated by July 31, 2003Company, whether such date is before or after the date of approval by the stockholders of the Company Stockholder Approval, upon written notice if: (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iiia) any Order court of competent jurisdiction in the United States or some other Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such order, decree, ruling or other action shall have become final and non-appealable appealable; (whether b) the Company Stockholders Meeting shall have been held and the Company Stockholder Approval shall not have been obtained thereat; or (c) the Effective Time shall not have occurred on or before or after the approval by 180th day following the stockholders Signing Date unless otherwise extended in accordance with the terms of this Agreement (as so extended, the Company“TERMINATION DATE”); provided, however, that the right to terminate this Merger Agreement pursuant to clause (ithis Section 8.2(c) above shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Merger Agreement results in any manner that shall have proximately contributed such failure to the occurrence of the failure of the Merger to be consummated by the Termination Dateclose.

Termination by Either Purchaser or the Company. This Merger 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 Purchaser or the Company if (ia) the Merger shall not have been consummated by July 31, 2003the 180th day after the date hereof, whether such date is before or after the date of approval the adoption of this Agreement by the stockholders of the Company (the "Termination Date"referred to in Section 7.1(a), (iib) the approval adoption of this Agreement by the stockholders of the Company's stockholders required by Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, the Stockholders Meeting or (iiic) any 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, that the right to terminate this Merger Agreement pursuant to clause (i) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Merger Agreement in any manner that shall have proximately contributed to the occurrence of caused the failure of a condition to the Merger to be consummated by consummation of the Termination DateMerger.

Termination by Either Purchaser or the Company. This Merger 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 Purchaser or the Company if (i) the Merger shall not have been consummated by July 31, 2003Company, whether such date is before or after the date of approval by the stockholders of the Company Stockholder Approval, upon written notice if: (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iiia) any Order court of competent jurisdiction in the United States or some other Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such order, decree, ruling or other action shall have become final and non-appealable appealable; (whether b) the Company Stockholders Meeting shall have been held and the Company Stockholder Approval shall not have been obtained thereat; or (c) the Effective Time shall not have occurred on or before or after the approval by 180th day following the stockholders Signing Date unless otherwise extended in accordance with the terms of this Agreement (as so extended, the Company"TERMINATION DATE"); provided, however, that the right to terminate this Merger Agreement pursuant to clause (ithis Section 8.2(c) above shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Merger Agreement results in any manner that shall have proximately contributed such failure to the occurrence of the failure of the Merger to be consummated by the Termination Dateclose.