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

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)IX, this Agreement may be terminated and the transactions contemplated by this Agreement Transactions may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement Offer shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 2021 (such date and time, as may be adjusted pursuant to Section 10.7(b), the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) and abandon the Transactions shall not be available to (i) either the Company or Parent if it has breached in any material respect any covenant or agreement its obligations set forth in this Agreement and such breach shall have proximately caused, or in a manner that has primarily resulted in, caused the occurrence of the failure of a condition to the Closing to have occurred occur on or prior to the Outside Date (including it being understood that for the purposes of this Section 9.2(a) any such breach by resulting in Merger Sub shall be deemed such a failure of any conditions breach by Parent), (ii) Parent if the Company has the right to terminate this Agreement pursuant to Section 9.3(a) or Section 9.3(c) or (iii) the Closing Company if Parent has the right to not be satisfied)terminate this Agreement pursuant to Section 9.4; (b) if the Requisite Company Vote Offer shall have expired without the acceptance for payment of Shares pursuant to the Offer; provided, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not have been obtained at be available to any Party whose breach of any provision of this Agreement primarily caused the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreementfailure of the acceptance for payment of the Shares pursuant to the Offer; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is remains in effect and makes unlawful or prevents the consummation of the transactions contemplated by this Agreement Transactions and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement Transactions pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached in any covenant or agreement material respect its obligations set forth in this Agreement and such breach shall have proximately in a manner that has primarily caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of a condition to have such Law or Order lifted, terminated or no longer in effect the Closing to occur (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time Time, in the case of SECTIONS 8.2(A) AND 8.2(B), before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April November 30, 2023 2001 (as adjusted in the “Outside Date”manner set forth below, the "TERMINATION DATE"); PROVIDED, whether before or after the Requisite Company Vote has been obtained; providedHOWEVER, however, (i) that if (1) (x) the condition to Closing Effective Time has not occurred by the Termination Date by reason of nonsatisfaction of any of the conditions set forth in Section 8.1(bSECTIONS 7.1(C) OR 7.1(D) and (y) all other conditions set forth in ARTICLE VII have heretofore seen satisfied or waived or are then capable of being satisfied, then the Termination Date shall automatically be extended to January 31, 2001; (2) (x) the S-4 Registration Statement has not been satisfied or, to declared effective by the extent permitted by applicable Law, waived SEC on or prior to October 31, 2001, or was so declared effective but, as a result of any required supplement to the Outside Date but Proxy Statement or any required post-effective amendment to the S-4 Registration Statement, the Parent Stockholder Meeting or the Company Stockholder Meeting is required to be delayed, and (y) all other conditions to Closing set forth in Article VIII ARTICLE VII have been heretofore seen satisfied or waived or are then capable of being satisfied, then the Termination Date shall automatically be extended to the 35th business day (or, if the Parent shall have entered into an agreement relating to a Material Transaction, such later date as the Company may designate as provided herein) after the S-4 Registration Statement has been declared effective by the SEC but in no event later than January 31, 2002 (provided that this agreement may be terminated by either party under such circumstances if the S-4 Registration Statement had not been declared effective on or prior to January 11, 2002, subject to the extent permitted Company's extension option); or (3) (x) the S-4 Registration Statement has not been declared effective by applicable Lawthe SEC on or prior to November 30, waived (except for those conditions that by their nature are 2001, or was so declared effective but, as a result of any required supplement to the Proxy Statement or any required post-effective amendment to the S-4 Registration Statement, the Parent Stockholder Meeting or the Company Stockholder Meeting is required to be delayed, and (y) the Parent shall have entered into an agreement relating to a Material Transaction, and (z) all other conditions set forth in ARTICLE VII have heretofore seen satisfied or waived or are then capable of being satisfied, then at the Closing)Company's sole option, the Outside Termination Date shall be extended to the 35th business day (or, if the Parent shall have entered into an agreement relating to a Material Transaction, such later date as the Company may designate) after the S-4 Registration Statement has been declared effective by the SEC but in no event later than April 1, 2002 (provided that this agreement may be extended terminated by either party under such circumstances if the Company S-4 Registration Statement had not been declared effective on or Parent prior to a time and date not beyond 5:00 p.m. (New York time) on June 30March 11, 2023 by providing a written notice thereof 2002, subject to Parent, in the case of an extension by the Company's extension option); PROVIDED, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherFURTHER, that the right to terminate this Agreement pursuant to under this Section 9.2(aSECTION 8.2(a) shall not be available to either the Company or Parent if it has breached in any material respect party whose failure to fulfill any covenant or agreement set forth in obligation under this Agreement and such breach shall have proximately caused, has been the principal cause of or primarily resulted in, in the failure of Closing the Merger to have occurred occur on or prior before such date and such action or failure to the Outside Date (including by resulting in act constitutes a failure material breach of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (cb) if any Governmental Entity Restraint shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is be in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealablenonappealable; or (c) at the duly held Company Stockholders Meeting (including any adjournments thereof), whether before or after the Requisite Company Vote has requisite approval of the Company's stockholders shall not have been obtained; provided PROVIDED, HOWEVER, that the Company's right to terminate this Agreement and abandon the transactions contemplated by under this Agreement pursuant to this Section 9.2(cSECTION 8.2(C) shall not be available to the Company or Parent if it the Company has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order not complied with its obligations under SECTIONS 6.3 AND 6.4(A) or the failure to obtain such approval shall have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach been caused by Merger Sub shall be deemed such a breach of a Parent Stockholders Agreement; or (d) the Parent Stockholders Meeting is required and at the duly held Parent Stockholders Meeting (including any adjournments thereof), the requisite approval of Parent's stockholders shall not have been obtained; PROVIDED, HOWEVER, that Parent's right to terminate this Agreement under this SECTION 8.2(D) shall not be available to Parent if Parent has not complied with its obligations under SECTION 6.4(B) or the failure to obtain such approval shall have been caused by Parent)a breach of a Company Stockholders Agreement.

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on June 1, 2020 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived or shall then be capable of being satisfied (except for any conditions set forth in Section 7.01(b) (Required Approvals), Section 7.01(c) (No Legal Restraints) and those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a time date that is three (3) months after the End Date (and if so extended, such later date not beyond 5:00 p.m. being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b)(i) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Parent or Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to its obligations to consummate the Merger set forth in Article VII prior to the Company in End Date or (2) the case failure of an extension by Parent, in each case the Closing to have occurred prior to 5:00 p.m. the End Date; (New York timeii) on April 30the condition set forth in Section 7.01(c) (No Legal Restraints) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, Section 7.01(c) is the failure result of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions such Party to the Closing comply with its obligations pursuant to not be satisfied);Section 6.03; or (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger and the other Transactions may be abandoned by either the Company or Parent (in the case of the Company, acting upon the recommendation of the Special Committee, if then in existence) by giving written notice of termination to the other party at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on or before April 3022, 2023 2014 (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) provided that if the condition to Closing the completion of the Merger set forth in Section 8.1(b7.01(c) has shall not have been satisfied orby the Termination Date (as it may be extended as set forth below), to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to VII would be satisfied at if the Closing)Merger were to occur on such date, then Parent or the Outside Company shall be entitled to extend the Termination Date may be extended by a three (3) month period by written notice to the Company or Parent (as applicable) (and the Termination Date may be so extended not more than twice by either party), it being understood that in no event shall the Termination Date be extended to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in that is later than the case first anniversary of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”this Agreement; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either any party (in the Company or Parent if it has breached in case of Parent, including Merger Sub) whose failure to fulfill any material respect any covenant or agreement set forth in of its obligations under this Agreement and such breach shall have proximately causedhas been the primary cause of, or primarily resulted in, in or materially contributed to the failure of Closing to have occurred on or prior to consummate the Outside Date (including Merger by resulting in a failure of any conditions to the Closing to not be satisfied)Termination Date; (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction that shall have become final and non-appealable and that shall give rise to the failure of the condition set forth in Section 7.01(b); provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party (in the case of Parent, including Merger Sub) whose failure to fulfill any of its obligations under this Agreement (including the failure to fulfill its obligations under Article VI to resist, lift or resolve such Injunction) has been the primary cause of, or primarily resulted in or materially contributed to the enactment, issuance, promulgation, enforcement or entry of such Injunction; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Stockholders’ Meeting duly convened therefor and concluded or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedpostponement thereof; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth Parent is in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this its obligations under Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent6.02(c).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on August 5, 2025 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived (except for any conditions set forth in Section 7.01(b) (Required Approvals) or Section 7.01(c) (No Legal Restraints) (only if such Legal Restraint is in respect of a Required Approval) and those conditions that by their nature are to be satisfied at the Closing), but provided that such conditions shall be capable of being satisfied if the Closing were to take place on such date, the Outside End Date may shall automatically be extended by for up to two (2) successive three (3) month periods after the End Date (and if so extended pursuant to this clause or Section 1.03, such later date being the End Date); provided, further, that neither the Company or nor Parent may terminate this Agreement pursuant to a time and date not beyond 5:00 p.m. this Section 8.01(b)(i) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Parent or Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to its obligations to consummate the Merger set forth in Article VII prior to the Company in End Date or (2) the case failure of an extension by Parent, in each case the Closing to have occurred prior to 5:00 p.m. the End Date; (New York timeii) on April 30the condition set forth in Section 7.01(c) (No Legal Restraints) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to comply with its obligations pursuant to Section 6.03 is the Company or Parent if it has breached in any material respect any covenant or agreement primary cause of the failure to satisfy the condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfiedSection 7.01(c);; or (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or duly convened and at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after which a vote on the date approval of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and was taken (unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on February 9, 2017 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII except for any condition set forth in Section 7.01(b) or Section 7.01(c) have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived (except for those conditions that by their nature are to or shall then be satisfied at the Closing)capable of being satisfied, the Outside End Date may automatically shall be extended by to a date that is six (6) months after the End Date and, if so extended, such later date shall be the End Date; provided, further, that neither the Company or nor Parent to a time and date not beyond 5:00 p.m. may terminate this Agreement if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to the Company obligations of the terminating Party to consummate the Merger set forth in the case of an extension by Parent, in each case Article VII prior to 5:00 p.m. the End Date or (New York time2) on April 30the failure of the Closing to have occurred prior to the End Date; (ii) the condition set forth in Section 7.01(c) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction is permanent (rather than preliminary or temporary) and has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or materially contributed to, either the Company imposition of such Legal Restraint or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing such Legal Restraint to have occurred on be resisted, resolved, lifted or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied);vacated, as applicable; or (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30January 5, 2023 2022 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition conditions to Closing set forth in Section 8.1(b), Section 8.1(c) has (in connection with a Legal Restraint of a Governmental Antitrust Entity) or Section 8.2(c) have not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by either the Company or Parent (in each case, acting in its sole discretion) to a time and date not beyond 5:00 p.m. (New York time) on June 30April 5, 2023 2022 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company Company, in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30January 5, 2023 2022 and such time and date, as so extended, shall be the “Outside Date”” for all purposes of this Agreement; provided provided, further, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it (or Merger Sub, in the case of an attempted termination by Parent) has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of a condition to the Closing to have occurred occur on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Date; (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement, in each case at which a vote on the adoption of this Agreement was taken (such failure to obtain the Requisite Company Vote at such a meeting, a “Vote-Down”); or (c) if any Governmental Entity shall have enacted or entered any Order, or enacted, enforced, issued, promulgated, enforced entered or entered adopted any other Law that, in either such case, enjoins, restrains, prohibits, prevents or Order after the date of this Agreement that is in effect and prevents makes illegal the consummation of the transactions contemplated by this Agreement and such Order or other Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it (or Merger Sub, in the case of an attempted termination by Parent) has materially breached in any material respect any covenant or agreement set forth in this Agreement and such breach relates to its obligations pursuant to Section 7.6 or otherwise shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of a condition to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Closing to occur.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time Time, whether before or after the Requisite Company Vote is obtained, by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall Merger has not have been consummated by 5:00 p.m. (New York time) on April 30or before March 31, 2023 2025 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) provided that if the condition conditions to Closing set forth in Section 8.1(b6.1(b) has or Section 6.1(c) (to the extent related to the Regulatory Approvals, any applicable Antitrust Law or Foreign Investment Law), Section 6.2(e) or Section 6.2(f) have not been satisfied or, to the extent permitted or waived by applicable Law, waived on or prior to the Outside Date then in effect, but all other conditions to Closing set forth in Article VIII VI have been satisfied or, to the extent permitted by applicable Law, or waived (except for those conditions that by their nature are to be satisfied at the ClosingClosing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)), the Outside Date may will be automatically extended by the Company or Parent to a time and date not beyond 5:00 p.m. three (New York time3) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 months and such time and date, as so extended, shall be the “Outside Date”; provided provided, further, that (i) the Outside Date shall not automatically extend pursuant to the preceding proviso more than three (3) times, and (ii) the Outside Date may be extended to any other date as the Parties may otherwise agree in writing and such date, as so extended, shall be the “Outside Date”; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company any Party whose material breach of its covenants or Parent if it has breached in any material respect any covenant or agreement set forth agreements in this Agreement and such breach shall have proximately caused, or primarily resulted in, is the cause of the failure of Closing to have occurred on or prior to consummate the Transactions by the Outside Date (including it being understood that for the purposes of this Section 7.2(a) any such breach by resulting in Xxxxxx Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (or at any postponement, recess postponement or adjournment thereof thereof, taken in accordance with this Agreement), at which this Agreement has been voted upon; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law or Order after the date of this Agreement that is in effect and prevents prohibits the consummation of the transactions contemplated by this Agreement Merger, and such Order or Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated Company (upon the recommendation by this Agreement may be abandoned the Special Committee) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 or before the date falling nine months from the date of this Agreement (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; ) provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either any party hereto if the Company failure of the Merger to have been consummated on or Parent if it has breached before the Termination Date was primarily due to such party’s breach of this Agreement or failure to perform in any material respect any covenant or agreement set forth in of its obligations under this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Agreement; (b) any Governmental Authority of competent jurisdiction over the Merger shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order which has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Transactions provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party hereto if the issuance of such final, non-appealable Order was primarily due to such party’s breach of this Agreement or failure to perform in any material respect any of its obligations under this Agreement; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedpostponement thereof; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have obtain the Requisite Company Vote was primarily due to such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes party’s breach of this Section 9.2(c) Agreement or failure to perform any such breach by Merger Sub shall be deemed such a breach by Parent)of its obligations under this Agreement.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York City time) on April 30June 1, 2023 2022 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition conditions to Closing set forth in Section 8.1(b), Section 8.1(c) has (to the extent related to the Regulatory Approvals or any Antitrust Law) or Section 8.2(d) have not been satisfied or, to the extent permitted by applicable Law, or waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, or waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may will be automatically extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York City time) on April 30September 1, 2023 2022 and such time and date, as so extended, shall be the “Outside Date”; provided ;” provided, further, that if the conditions to Closing set forth in Section 8.1(b), Section 8.1(c) (to the extent related to the Regulatory Approvals or any Antitrust Law) or Section 8.2(d) have not been satisfied or waived on or prior to such extended date, but all other conditions to Closing set forth in Article VIII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date will be automatically extended to 5:00 p.m. (New York City time) on December 1, 2022 and such time and date, as so extended, shall be the “Outside Date;” provided, further, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it any Party that has breached in any material respect any covenant of its representations, warranties, covenants or agreement agreements set forth in this Agreement and such breach in any manner that shall have proximately causedcontributed, or primarily resulted in, in any material respect to the failure of Closing to have occurred consummate the Merger on or prior to the Outside Date (including it being understood that for the purposes of this Section 9.2(a) any such breach by resulting in Merger Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote Shareholders Meeting shall not have been obtained at the Company Stockholders Meeting or at concluded (including any postponement, recess or adjournment thereof taken in accordance with this Agreement) and the Requisite Company Vote shall not have been obtained thereat; or (c) if any Governmental Entity shall have have, after the date of this Agreement, issued, enforced or entered an Order or enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the makes unlawful or permanently restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement Merger and such Order or Law or Order shall have become final and non-non appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it unless such Party has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this complied with its obligations under Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)7.6.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 2022 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 2022 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 2022 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtainedShareholder Approval, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on April 21, 2019 (the “End Date”); provided, howeverthat if, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived or shall then be capable of being satisfied (except for any conditions set forth in Section 7.01(b), Section 7.01(c) and Section 7.01(d), if applicable, and those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a time date that is six (6) months after the End Date (and if so extended, such later date not beyond 5:00 p.m. being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b)(i) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to its obligations to consummate the Merger set forth in Article VII prior to the Company in End Date or (2) the case failure of an extension by Parent, in each case the Closing to have occurred prior to 5:00 p.m. the End Date; (New York timeii) on April 30the condition set forth in Section 7.01(c) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, Section 7.01(c) is the failure result of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions such Party to the Closing comply with its obligations pursuant to not be satisfied);Section 6.03; or (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either action of the board of directors of the Company or Parent if: if (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. the Termination Date (New York timeas defined below) on April 30whether such date is before or after the Company Requisite Vote is obtained, 2023 (b) the “Outside Date”)Company Requisite Vote shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof permitted hereunder; provided, however that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) until after the Tender Offer Commencement Period (as defined in Section 8.6) and then only if Parent, Merger Sub and their respective Affiliates have not commenced a Tender Offer (as defined in Section 8.6) during the Tender Offer Commencement Period, 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 Company Requisite Company Vote has been is obtained); provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parentthat, in each case prior to 5:00 p.m. (New York time) on April 30of the foregoing cases, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) 8.2 shall not be available to either the Company any party that is responsible for a Willful or Parent if it has breached Deliberate Breach of its obligations under this Agreement in any material respect any covenant or agreement set forth in this Agreement and such breach manner that shall have proximately caused, or primarily resulted in, contributed to the occurrence of the failure of Closing a condition to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the Merger. For purposes of this Agreement, the “Termination Date” shall mean February 28, 2007 as such date may be extended pursuant to Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)8.6.

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval or Parent Shareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on May 31, 2017 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived or shall then be capable of being satisfied (except for any conditions set forth in Section 7.01(b), Section 7.01(c), Section 7.03(e) and those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a time date that is six (6) months after the End Date (and if so extended, such later date not beyond 5:00 p.m. being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b)(i) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to its obligations to consummate the Merger set forth in Article VII prior to the Company in End Date or (2) the case failure of an extension by Parent, in each case the Closing to have occurred prior to 5:00 p.m. the End Date; (New York timeii) on April 30the condition set forth in Section 7.01(c) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, Section 7.01(c) is the failure result of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions such Party to the Closing comply with its obligations pursuant to not be satisfied)Section 6.03; (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or duly convened (unless such Company Shareholders Meeting has been adjourned, in which case at any postponement, recess or the final adjournment thereof taken in accordance with this Agreementthereof); or (civ) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that Parent Shareholder Approval is in effect and prevents not obtained at the consummation of the transactions contemplated by this Agreement and Parent Shareholders Meeting duly convened (unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Parent Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. December 31, 2001 (New York time) on April 30as adjusted in the manner set forth below, 2023 (the “Outside Date”"TERMINATION DATE"); PROVIDED, whether before or after the Requisite Company Vote has been obtained; providedHOWEVER, however, (i) that if (x) the condition to Closing Effective Time has not occurred by the Termination Date by reason of nonsatisfaction of any of the conditions set forth in Section 8.1(bSECTIONS 7.1(b), 7.1(c) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but OR 7.1(d) and (y) all other conditions to Closing set forth in Article VIII ARTICLE VII have heretofore been satisfied oror waived or are then capable of being satisfied, to then the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Termination Date may shall automatically be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30January 31, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)2002; (b) any Restraint shall be in effect and shall have become final and nonappealable; PROVIDED, HOWEVER, that each of the Requisite Company Vote parties shall not have been obtained at used reasonable efforts to prevent the Company Stockholders Meeting or at entry of such Restraints and to appeal as promptly as possible any postponement, recess or adjournment thereof taken in accordance with this Agreementsuch Restraints that may be entered; or (c) if at the duly held Company Stockholders Meeting (including any Governmental Entity shall have enactedadjournments thereof), issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation requisite approval of the transactions contemplated by this Agreement and such Law or Order Company's stockholders shall not have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided PROVIDED, HOWEVER, that the Company's right to terminate this Agreement and abandon the transactions contemplated by under this Agreement pursuant to this Section 9.2(cSECTION 8.2(c) shall not be available to the Company or if the Company has violated the provisions of SECTION 6.2; or (d) the Parent if it has materially breached Stockholders Meeting is required and at the duly held Parent Stockholders Meeting (including any covenant or agreement set forth in this Agreement and such breach adjournments thereof), the requisite approval of Parent's stockholders shall not have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)been obtained.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated Company (upon the recommendation by this Agreement may be abandoned the Special Committee) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. on or before the date falling ten (New York time10) on April 30, 2023 months from the date of this Agreement (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either any party hereto if the Company failure of the Merger to have been consummated on or Parent if it has breached before the Termination Date was primarily due to such party’s breach of this Agreement or failure to perform in any material respect any covenant or agreement set forth in of its obligations under this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Agreement; (b) any Governmental Authority of competent jurisdiction over the Merger shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order which has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Transactions; provided that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party hereto if the issuance of such final, non-appealable Order was primarily due to such party’s breach of this Agreement or failure to perform in any material respect any of its obligations under this Agreement; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedpostponement thereof; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have obtain the Requisite Company Vote was primarily due to such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes party’s breach of this Section 9.2(c) Agreement or failure to perform in any such breach by Merger Sub shall be deemed such a breach by Parent)material respect any of its obligations under this Agreement.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated by this Agreement may be abandoned Company (acting only upon the recommendation of the Company Board) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Effective Time shall not have been consummated by 5:00 p.m. (New York time) occurred on April 30or before January 15, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained2016; provided, however, (i) that if any of the condition to Closing conditions set forth in Section 8.1(b7.01(b) (No Injunction), Section 7.01(c) (Requisite Regulatory Approvals), Section 7.01(e) (Antitrust), and/or Section 7.01(f) (SZSE Approval) shall have not been satisfied by such date, and each of the other conditions set forth in Article VII has not been satisfied or, to the extent permitted by applicable Lawif permissible, waived on or prior by the party entitled to the Outside Date but all waive such condition (other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for than those conditions that by their nature terms are to be satisfied at the Closing), the Outside Date may be extended by either the Company or Parent may extend the Outside Date from time to time to a time and date not beyond 5:00 p.m. (New York time) on June 30later than February 28, 2023 2016 by providing a written notice thereof to Parent, in the case of an extension by Parent or the Company, as applicable; provided further that if CFIUS has initiated and not closed a review or to investigation under section 721 of the Defense Production Act of 1950 (50 U.S.C. App. § 2170), either the Company in or Parent may extend the case of an extension Outside Date from time to time to a date not later than March 31, 2016 by Parent, in each case prior providing written notice to 5:00 p.m. (New York time) on April 30, 2023 and such time and dateParent or the Company, as so extendedapplicable (such date as may be extended from time to time pursuant to this Section 8.02(a), shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order that, or taken any other final and non-appealable action that, has the effect of making consummation of the Transactions illegal or otherwise enjoining, preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponement, recess or adjournment thereof taken in accordance with this Agreementthereof; or (cd) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is Company Board has effected a Change in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedRecommendation; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) 8.02 shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in party whose material breach of its obligations under this Agreement and such breach shall have proximately caused the enactmenthas been a material cause of, issuanceor resulted in, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it of the applicable condition(s) being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)satisfied.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by either the Company or Parent: (a) at any time prior to the Effective Time, if the Offer Acceptance Time by shall not have occurred on or prior to the 150th day following the date of this Agreement (the “End Date”); provided that, at any time during the period beginning on the 120th day following the date of this Agreement and prior to the 150th day following the date of this Agreement, either the Company or Parent if: (a) may extend the transactions contemplated by End Date to the 180th day following the date of this Agreement by written notice to the other Party in the event that any of the Offer Conditions set forth in clause (b) (No Legal Prohibition) (if the Restraint relates to Antitrust Laws, the FATA or the NZ Act), clause (c) (Antitrust Approvals), clause (d) (FIRB Approval) and clause (e) (New Zealand Overseas Investment Regime) of Annex I shall not have been consummated by 5:00 p.m. (New York time) on April 30satisfied, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII Offer Conditions shall have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to or be capable of being satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a such time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, it being understood that in the case of an extension by the Companyany such extension, or any reference to the Company End Date in any other provision of this Agreement shall be a reference to the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, End Date as so extended, shall be the “Outside Date”); provided further, that the right to terminate this Agreement pursuant to and abandon the transactions contemplated by this Section 9.2(a) Agreement shall not be available to either the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of Closing an Offer Condition to have occurred be satisfied on or prior to the Outside End Date (including it being understood that for the purposes of this Section 8.02(a) any such breach by resulting in Merger Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponementtime prior to the Effective Time, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law that makes unlawful or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(b) shall not be available to the Company or Parent if it has materially breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of an Offer Condition to have such Law or Order lifted, terminated or no longer in effect be satisfied (it being understood that for the purposes of this Section 9.2(c8.02(b) any such breach by Merger Sub shall be deemed such a breach by Parent); or (c) if the Offer (as extended in accordance with the terms of this Agreement) has been withdrawn or terminated in accordance with the terms of this Agreement without the acceptance for payment of Shares pursuant to the Offer; provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 8.02(b) shall not be available to the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have caused the events specified in this Section 8.02(b).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtainedStockholder Approval, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on July 21, 2017 (the "End Date"); provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied or, to the extent permitted by applicable Law, or waived (except for other than those conditions that by their nature are to can only be satisfied at the Closing; provided, that such conditions are reasonably capable of being satisfied prior to the End Date) other than the condition set forth in Section 7.01(b) or, if solely relating to any Legal Restraint in respect of any Antitrust Law, Section 7.01(c), the Outside Date may be extended by then either Parent or the Company or Parent may extend the End Date by a total of two (2) three (3) month periods by written notice to a time and date not beyond the other Party prior to 5:00 p.m. (New York timeCity time on the End Date (and if so extended, such later date being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b)(i) on June 30, 2023 by providing a written notice thereof to Parentif it (or, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements in this Agreement and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to the Company obligations of the terminating Party to consummate the Merger set forth in Article VII prior to the End Date or (2) the failure of the Closing to have occurred prior to the End Date; (ii) the condition set forth in Section 7.01(c) is not satisfied and (A) in the case of a Legal Restraint in respect of any Antitrust Law of the United States giving rise to such nonsatisfaction, (1) a preliminary or permanent injunction in respect of the applicable such Antitrust Law has been entered and (2) the Party seeking to terminate this Agreement has delivered notice to the other Party describing the applicable Legal Restraint in reasonable detail and given the other Party opportunity for no less than five (5) Business Days to consider and discuss such Legal Restraint with the Party seeking to terminate this Agreement, and (B) in the case of a Legal Restraint in respect of any other Antitrust Law, (1) an extension by ParentROW Conclusion exists under Section 6.03(c)(ii) and (2) the Party seeking to terminate this Agreement has delivered notice to the other Party describing the applicable Legal Restraint and ROW Conclusion in reasonable detail and given the other Party opportunity for no less than five (5) Business Days to consider and discuss such Legal Restraint and ROW Conclusion with the Party seeking to terminate this Agreement, and (C) in each the case prior of any other Legal Restraint, the Legal Restraint giving rise to 5:00 p.m. (New York time) on April 30such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, Section 7.01(c) is the failure result of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions such Party to the Closing comply with its obligations pursuant to not be satisfied);Section 6.03; or 57 (biii) the Requisite Company Vote shall Stockholder Approval is not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Stockholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of this Article IX and Section 10.7(b), terminate this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after receipt of the Requisite Company Vote has been obtainedStockholder Approval with respect to clauses (i) and (ii), if: (i) the Closing shall not have occurred by 5:00 p.m., Eastern time, on the date that is nine months after the date of this Agreement (the “End Date”); provided, however, (i) that if on the condition to Closing End Date all of the conditions set forth in Section 8.1(b) has not been satisfied or7.01, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII Section 7.02 and Section 7.03 have been satisfied (or, with respect to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to terms must be satisfied at the ClosingClosing would have been so satisfied if the Closing would have occurred) other than the conditions set forth in Section 7.01(a) (to the extent such Legal Restraint arises under any Antitrust Law and shall not have become final and nonappealable) or Section 7.01(d), the Outside Date may be extended by then either Parent or the Company or Parent to may extend the End Date for a time period of ninety (90) days, and date not beyond 5:00 p.m. thereafter for an additional period of sixty (New York time60) on June 30days (as so extended, 2023 the “Extended End Date”) by providing a delivery of written notice thereof of such extension to Parentthe other party not less than three (3) Business Days prior to the End Date (or the first Extended End Date, as applicable); provided, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.01(b)(i) if it (or, in the case of an extension by the CompanyParent, Merger Sub) is in breach of any of its covenants or to the Company agreements and such breach has primarily caused or primarily resulted in the case failure of an extension by Parent, in each case the Closing to have occurred on or prior to 5:00 p.m. p.m., Eastern time, on the End Date (New York time) on April 30, 2023 and such time and dateor the Extended End Date, as so extendedapplicable); (ii) the condition set forth in Section 7.01(a) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if a failure of such Party to comply with its covenants and agreements under this Agreement primarily caused or primarily resulted in such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfiedSection 7.01(a);; or (biii) the Requisite Company Vote shall Stockholder Approval is not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Stockholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite Company Vote has Stockholder Approval is obtained (except as otherwise expressly noted), if: (i) the Merger shall not have been obtainedconsummated at or before 5:00 p.m. Eastern time on the date that is six (6) months after the date of this Agreement (the “End Date”); provided, howeverthat if, (i) that if on the condition End Date, any of the conditions to Closing set forth in Section 8.1(b6.01(b) has shall not have been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date fulfilled but all other conditions to Closing set forth in Article VIII either have been satisfied orfulfilled or would be fulfilled if the Closing were to occur on such date, then the End Date shall automatically, without any action on the part of the parties hereto, be extended to the extent permitted by applicable Lawdate that is three (3) months after the date of this Agreement; provided, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that if a Notice of Disagreement is provided under Section 5.21, then the right to End Date will be the later of six (6) months after the date of this Agreement or the date that is thirty (30) days after the date such disagreement is resolved in accordance with the provisions of Section 5.21, and provided, further, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 9.2(a7.01(b)(i) shall not be available to either if such Party (or, in the Company case of Parent, Merger Sub) is in breach of any of its covenants or Parent if it has breached in any material respect any covenant or agreement set forth in agreements under this Agreement and such breach shall have proximately caused, has caused or primarily resulted in, in the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)occur by 5:00 p.m. Eastern time on the End Date; (bii) the Requisite Company Vote shall conditions set forth in Section 6.01(d) are not have been obtained at satisfied and the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and Legal Restraint giving rise to such Law or Order shall have nonsatisfaction has become final and non-appealablenonappealable; provided, whether before or after however, neither the Requisite Company Vote has been obtained; provided that the right to nor Parent may terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c7.01(b)(ii) shall not be available to if such Party (or, in the Company case of Parent, Merger Sub) is in breach of any of its covenants or Parent if it has materially breached any covenant or agreement set forth in agreements under this Agreement and such breach shall have proximately has caused or resulted in the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure conditions set forth in Section 6.01(d) not to have such Law been satisfied at or Order lifted, terminated prior to 5:00 p.m. Eastern time on the End Date; or (iii) the Company Stockholder Approval shall not have been obtained upon a vote taken thereon at the Company Stockholders Meeting duly convened therefor or no longer in effect (it being understood that for the purposes of this Section 9.2(c) at any such breach by Merger Sub shall be deemed such a breach by Parent)adjournment or postponement thereof.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated by this Agreement may be abandoned Company (upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 or before the date falling nine months from the date of this Agreement (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; ) provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either the Company or Parent any party hereto if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Merger to have occurred been consummated on or prior before the Termination Date was primarily due to the Outside Date (including by resulting in a such party’s breach of this Agreement or failure to perform any of any conditions to the Closing to not be satisfied)its obligations under this Agreement; (b) any Governmental Authority of competent jurisdiction over the Merger shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order which has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Transactions provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party hereto if the issuance of such final, non-appealable Order was primarily due to such party’s breach of this Agreement or failure to perform any of its obligations under this Agreement; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedpostponement thereof; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent any party hereto if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have obtain the Requisite Company Vote was primarily due to such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes party’s breach of this Section 9.2(c) Agreement or failure to perform any such breach by Merger Sub shall be deemed such a breach by Parent)of its obligations under this Agreement.

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on July 7, 2017 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied or waived, as applicable, or, with respect to the extent permitted by applicable Law, waived (except for those conditions that by their nature terms are to be satisfied at the Closing, shall then be capable of being satisfied (except for any condition set forth in Section 7.01(b) or 7.01(c)), the Outside Date may be extended by either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a time date that is six (6) months after the End Date (and if so extended, such later date not beyond 5:00 p.m. being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to the Company obligations of the terminating Party to consummate the Merger set forth in the case of an extension by Parent, in each case Article VII prior to 5:00 p.m. the End Date or (New York time2) on April 30the failure of the Closing to have occurred prior to the End Date; (ii) the condition set forth in Section 7.01(c) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement under this Section 8.01(b)(ii) shall not be available to any Party if such failure to satisfy the condition set forth in Section 7.01(c) is the result of a failure of such Party to comply with its obligations pursuant to Section 6.03; or (iii) the Company Shareholder Approval is not obtained at the Company Shareholders Meeting duly convened (or any adjournment or postponement thereof) at which a vote is taken with respect to the approval of the Agreement; provided, however, that a Party shall not have the right to terminate this Agreement pursuant to this Section 9.2(a8.01(b)(iii) shall not be available if the non-satisfaction of the condition in Section 7.01(a) primarily resulted from the failure of that Party to either the Company or Parent if it has breached perform, in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately causedrespect, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with its obligations under this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated terminated, and the transactions contemplated by this Agreement Merger may be abandoned abandoned, at any time prior to the Effective Time by either the Company or Parent Parent, with written notice from the terminating party to the other party, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30July 8, 2023 (the “Outside Date”)2014, whether such date is before or after the Requisite adoption of this Agreement by the stockholders of the Company Vote has been obtainedreferred to in Section 5.1 (such date, the “End Date”); provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) 6.2 shall not be available to any party hereto whose actions or omissions have been the primary cause of, or the primary factor that resulted in, either the Company or Parent if it has breached in any material respect any covenant or agreement failure to satisfy the conditions to the obligations of the terminating party set forth in this Agreement and such breach shall have proximately caused, Article V to consummate the Merger prior to the End Date or primarily resulted in, the failure of Closing the Effective Time to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)End Date; (b) the Requisite Stockholders Meeting shall have been held and completed and the adoption of this Agreement by the stockholders of the Company Vote referred to in Section 5.1(a) shall not have been obtained at the Company such Stockholders Meeting or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreementpostponement thereof; or (c) if any Governmental Entity shall have enactedOrder permanently restraining, issued, promulgated, enforced enjoining or entered any Law or Order after the date of this Agreement that is in effect and prevents otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Law or Order Merger shall have become final and non-appealable, whether such Order becomes final and non-appealable before or after the Requisite adoption of this Agreement by the stockholders of the Company Vote has been obtainedreferred to in Section 5.1(a); provided provided, that (i) the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c6.2(c) shall not be available to any party hereto whose actions or omissions have been the Company primary cause of, or Parent if it has materially breached the primary factor that resulted in, such Order being issued and (ii) such Order shall have caused the failure of any covenant or agreement condition set forth in this Agreement Article V to be satisfied and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of party entitled to rely on any such Law or Order or the failure condition shall not elect to have waive such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)condition.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated by this Agreement may be abandoned Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30or before March 31, 2023 2017 (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either any party if the Company failure of the Merger to have been consummated on or Parent if it has breached before the Termination Date was due to such party’s breach or failure of to perform in any material respect any covenant or agreement set forth in of its obligations under this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Agreement; (b) any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final or non-appealable Order which has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Transactions provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to a party if the issuance of such final, non-appealable Order was primarily due to such party’s breach or failure to perform in any material respect any of its obligations under this Agreement; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtainedpostponement thereof; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent any party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have obtain the Requisite Company Vote was due to such Law party’s breach or Order liftedfailure to perform in any material respect any of its obligations under Sections 6.01, terminated 6.02 or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)6.04.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated by this Agreement may be abandoned Company or Parent at any time prior to the Effective Time by either the Company or Parent Closing if: (ai) the transactions contemplated by this Agreement Closing shall not have been consummated occurred by 5:00 p.m. March 31, 2015 (New York time) on April 30such date, 2023 (as it may be extended pursuant to this Section 9.1(b)(i), the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a9.1(b)(i) shall not be available to either a Party if the Company failure of such Party to fulfill any of its obligations or Parent if it has breached in breach of any material respect any covenant or agreement set forth in of its representations and warranties under this Agreement and such breach shall have proximately causedhas been a principal cause of, or primarily resulted in, the failure of the Closing to have occurred on occur by the Outside Date; provided, further, that if all of the conditions to the obligations of the Parties are satisfied or prior (to the extent permitted by Law) waived as of March 31, 2015, other than the condition set forth in Section 8.1(e) and the condition set forth in Section 8.1(f) (as it relates to Section 8.1(e)) and those conditions that by their nature (including, for the avoidance of doubt, Section 8.3(e) and Section 8.3(f)) are to be satisfied at the Closing, either Party may, by written notice to the other Party, extend the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at until April 30, 2015; provided, further, that neither Parent nor the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right be entitled to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c9.1(b)(i) at any time after a Closing Failure Notice shall not be available to have been given. (ii) the Company or Parent if it has materially breached Shareholder Approval is not obtained at the Company Meeting; (iii) any covenant or agreement set forth in this Agreement and such breach Governmental Authority of competent jurisdiction shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such issued a Law or Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the failure to Arrangement or the Merger, and such Law, Order, ruling or other action is or shall have such Law or Order lifted, terminated or no longer in effect (it being understood become final and nonappealable; provided that for the purposes of this terminating Party shall have complied with its obligations under Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)7.2.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent ifTime: (a) by the transactions contemplated by this Agreement Company or Parent if the Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30November 17, 2023 2003 (the “Outside Date”)) unless the failure to consummate the Merger shall be the result of the failure to satisfy the condition set forth in Section 7.1(a) in which case the Outside Date shall be December 31, whether before or after the Requisite Company Vote has been obtained2003; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to under this Section 9.2(a) shall not be available to either any Party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; or (b) by the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach Restraint shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealablenonappealable; provided, whether before or after the Requisite Company Vote has been obtained; provided however, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to under this Section 9.2(c9.2(b) shall not be available to any Party who fails to use best efforts to remove such Restraint before it becomes final and nonappealable. (c) (i) by Parent (so long as Parent or Merger Sub is not in material breach of its obligations under this Agreement) if any of the conditions in Section 7.3 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Parent or Merger Sub to comply with its obligations under this Agreement) and Parent has not waived such condition on or before the Closing Date; or (ii) by the Company (so long as the Company is not in material breach of its obligations under this Agreement), if any of the conditions in Section 7.2 has not been satisfied as of the Closing Date or Parent if it has materially breached any covenant satisfaction of such a condition is or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or becomes impossible (other than through the failure of the Company to have comply with its obligations under this Agreement) and the Company has not waived such Law condition on or Order lifted, terminated or no longer in effect (it being understood that for before the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Closing Date.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and by either the transactions contemplated by this Agreement may be abandoned Company (upon the unanimous approval of the Special Committee) or Parent at any time prior to the Effective Time by either the Company or Parent Time, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. on or before the date falling eight (New York time) on April 30, 2023 8) months from the date of this Agreement (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.02(a) shall not be available to either a party if the Company failure of the Merger to have been consummated on or Parent if it has breached before the Termination Date was primarily due to such party’s breach or failure to perform in any material respect any covenant or agreement set forth in of its obligations under this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Agreement; (b) any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final or non-appealable Order which has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Transactions; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to a party if the issuance of such final, non-appealable Order was primarily due to such party’s breach or failure to perform in any material respect any of its obligations under this Agreement; or (c) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders’ Meeting duly convened therefor and concluded or at any postponementadjournment or postponement thereof; provided, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have obtain the Requisite Company Vote was primarily due to such Law party’s breach or Order liftedfailure to perform in any material respect any of its obligations under Section 6.01, terminated Section 6.02 or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)6.04.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Transactions may be abandoned at any time prior to the Effective Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Offer Acceptance Time shall not have been consummated by 5:00 occurred on or prior to 11:59 p.m. (New York City time) on April 30November 6, 2023 2021 (such date, the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company or Parent a party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Offer to have occurred been consummated on or prior to before the Outside Termination Date (including was primarily caused by resulting in a the failure of such party to perform any conditions to the Closing to not be satisfied)of its obligations under this Agreement; (b) prior to the Requisite Company Vote shall not have Offer Acceptance Time, if the Offer (as it may be required to be extended pursuant to Section 1.1(d), or has otherwise been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken extended in accordance with this Agreement) shall have expired in accordance with its terms without the Minimum Condition having been satisfied or the other Offer Conditions having been satisfied or waived by Parent, in each case without the acceptance for payment of any Shares validly tendered in the Offer; provided, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to any party whose failure to satisfy any agreements or covenants under this Agreement has primarily caused or resulted in the non-satisfaction of the Minimum Condition or any of the other Offer Conditions; or (c) if any Order by a Governmental Entity shall have enactedof competent jurisdiction permanently restraining, issued, promulgated, enforced enjoining or entered any Law or Order after the date of this Agreement that is in effect and prevents the otherwise prohibiting consummation of the transactions contemplated by this Agreement and such Law or Order Transactions shall have become final and non-appealableappealable or any statute, whether before rule or after regulation will have been enacted, entered, enforced or deemed applicable to the Requisite Company Vote has been obtainedTransactions that prohibits, makes illegal or enjoins the consummation of the Transactions; provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c7.2(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes perform any of its obligations under this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Agreement.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30December 28, 2023 2022 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition conditions to Closing set forth in Section 8.1(b), Section 8.1(c) has (in connection with a Legal Restraint of a Governmental Antitrust Entity) or Section 8.2(c) have not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent for up to two three-month periods to a time and date not beyond 5:00 p.m. (New York time) on June 3028, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company Company, in the case of an extension by Parent, in each the case of the first extension, prior to 5:00 p.m. (New York time) on April 30December 28, 2023 2022, and in the case of the second extension, prior to 5:00 p.m. (New York time) on March 28, 2023, and such time and date, as so extended, shall be the “Outside Date”; provided provided, further, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of a condition to the Closing to have occurred occur on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied)Date; (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted or entered any Order or enacted, enforced, issued, promulgated, enforced entered or entered adopted any other Law that, in either such case, enjoins, restrains, prohibits, prevents or Order after the date of this Agreement that is in effect and prevents makes illegal the consummation of the transactions contemplated by this Agreement and such Order or other Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of a condition to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Closing to occur.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. December 31, 2001 (New York timeas adjusted in the manner set forth below, the "Termination Date"); provided, however, that if (x) on April 30, 2023 (the “Outside Date”Effective Time has not occurred by the Termination Date by reason of nonsatisfaction of any of the conditions set forth in Sections 7.1(b), whether before 7.1(c) or after 7.1(d) and (y) all other conditions set forth in Article VII have heretofore been satisfied or waived or are then capable of being satisfied, then the Requisite Termination Date shall automatically be extended to January 31, 2002; (b) any Restraint shall be in effect and shall have become final and nonappealable; provided, however, that each of the parties shall have used reasonable efforts to prevent the entry of such Restraints and to appeal as promptly as possible any such Restraints that may be entered; or (c) at the duly held Company Vote has Stockholders Meeting (including any adjournments thereof), the requisite approval of the Company's stockholders shall 58 62 not have been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the 's right to terminate this Agreement pursuant to under this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.2(c) shall not be available to the Company or if the Company has violated the provisions of Section 6.2; or (d) the Parent if it has materially breached Stockholders Meeting is required and at the duly held Parent Stockholders Meeting (including any covenant or agreement set forth in this Agreement and such breach adjournments thereof), the requisite approval of Parent's stockholders shall not have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)been obtained.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. on or before November 6, 2021 (New York time) on April 30such date, 2023 (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company or Parent a party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Merger to have occurred been consummated on or prior to before the Outside Termination Date (including was primarily caused by resulting in a the failure of such party to perform any conditions to the Closing to not be satisfied)of its obligations under this Agreement; (b) if the Requisite Company Vote Stockholders Meeting (including any adjournments or postponements thereof) shall have been duly held and completed and the Stockholder Approval shall not have been obtained at the Company such Stockholders Meeting (or at any postponement, recess adjournment or adjournment thereof taken in accordance with postponement thereof) at which a vote on the adoption of this AgreementAgreement is taken; or (c) if any Order by a Governmental Entity shall have enactedof competent jurisdiction permanently restraining, issued, promulgated, enforced enjoining or entered any Law or Order after the date of this Agreement that is in effect and prevents the otherwise prohibiting consummation of the transactions contemplated by this Agreement and such Law or Order Merger shall have become final and non-appealableappealable or any statute, whether before rule or after regulation will have been enacted, entered, enforced or deemed applicable to the Requisite Company Vote has been obtainedMerger that prohibits, makes illegal or enjoins the consummation of the Merger; provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c7.2(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes perform any of its obligations under this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Agreement.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30or before January 7, 2023 2022 (the “Outside Termination Date”); provided that if, whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but Termination Date, all other of the conditions to the Closing set forth in Article VIII VI have been satisfied or waived, as applicable, or, with respect to the extent permitted by applicable Law, waived (except for those conditions that by their nature terms are to be satisfied at the Closing, shall then be capable of being satisfied, except for any condition set forth in Section 6.1(b) and/or Section 6.1(c), the Outside Date may be extended by either Parent or the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30may, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) City time on the Termination Date, extend the Termination Date to April 307, 2023 2022 (and such time and date, as if so extended, shall be the “Outside Termination Date”” shall mean such later date); provided furtherprovided, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company or Parent a Party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Merger to have occurred been consummated on or prior to before the Outside Termination Date (including was primarily caused by resulting in a the failure of such Party to perform any conditions to the Closing to not be satisfied)of its obligations under this Agreement; (b) if the Requisite Company Vote Stockholders Meeting (including any adjournments or postponements thereof) shall have been duly held and completed and the Stockholder Approval shall not have been obtained at the Company such Stockholders Meeting (or at any postponement, recess adjournment or adjournment thereof taken in accordance with postponement thereof) at which a vote on the adoption of this AgreementAgreement is taken; or (c) if any Order by a Governmental Entity shall have enactedof competent jurisdiction permanently restraining, issued, promulgated, enforced enjoining or entered any Law or Order after the date of this Agreement that is in effect and prevents the otherwise prohibiting consummation of the transactions contemplated by this Agreement and such Law or Order Merger shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated terminated, and the transactions contemplated by this Agreement Merger may be abandoned abandoned, at any time prior to the Effective Time by either the Company or Parent Parent, with written notice from the terminating party to the other party, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30November 15, 2023 (the “Outside Date”)2012, whether such date is before or after the Requisite adoption of this Agreement by the stockholders of the Company Vote has been obtainedreferred to in Section 5.1(a) (such date, the “Termination Date”); provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a6.2(a) shall not be available to (i) any party hereto whose actions or omissions have been the primary cause of, or the primary factor that resulted in, either the Company or Parent if it has breached in any material respect any covenant or agreement failure to satisfy the conditions to the obligations of the terminating party set forth in this Agreement and such breach shall have proximately caused, Article V to consummate the Merger prior to the Termination Date or primarily resulted in, the failure of Closing the Effective Time to have occurred on or prior to the Outside Termination Date or (including by resulting in a failure of any conditions ii) the Company (if the Company seeks to terminate on or after August 15, 2012), to the Closing to extent that the condition in Section 5.2(e) shall not be have been satisfied); (b) the Requisite Stockholders Meeting shall have been held and completed (or postponed or adjourned) and the adoption of this Agreement by the stockholders of the Company Vote referred to in Section 5.1(a) shall not have been obtained at the Company such Stockholders Meeting or at any postponement, recess adjournment or adjournment thereof taken in accordance with this Agreementpostponement thereof; or (c) if any Governmental Entity shall have enactedOrder permanently restraining, issued, promulgated, enforced enjoining or entered any Law or Order after the date of this Agreement that is in effect and prevents otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Law or Order Merger shall have become final and non-appealable, whether such Order becomes final and non-appealable before or after the Requisite adoption of this Agreement by the stockholders of the Company Vote has been obtainedreferred to in Section 5.1(a); provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c6.2(c) shall not be available to any party hereto whose actions or omissions have been the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactmentprimary cause of, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have primary factor that resulted in, such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)issued.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by either the Company or Parent: (a) at any time prior to the Effective Time, if the Offer Acceptance Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived occurred on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to 180th day following the extent permitted by applicable Law, waived date of this Agreement (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside End Date”); provided further, that the right to terminate this Agreement pursuant to and abandon the transactions contemplated by this Section 9.2(a) Agreement shall not be available to either the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of Closing an Offer Condition to have occurred be satisfied on or prior to the Outside End Date (including it being understood that for the purposes of this Section 8.02(a) any such breach by resulting in Merger Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent);; or (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponementtime prior to the Effective Time, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law that makes unlawful or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(b) shall not be available to the Company or Parent if it has materially breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of an Offer Condition to have such Law or Order lifted, terminated or no longer in effect be satisfied (it being understood that for the purposes of this Section 9.2(c8.02(b) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtainedStockholder Approval, if: (i) the Closing shall not have occurred by 5:00 p.m., New York City time, on the date nine (9) months from the date hereof (the “End Date”); provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by neither the Company or nor Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to may terminate this Agreement pursuant to this Section 9.2(a8.01(b)(i) shall not be available to either the Company or Parent if it has breached (or, in the case of Parent, Merger Sub) is in material breach of any material respect any covenant of its covenants or agreement set forth agreements in this Agreement and such breach shall have proximately caused, has been a principal cause of either (A) the failure to satisfy the conditions to the obligations of the terminating Party to consummate the Merger set forth in Article VII on or primarily resulted in, prior to the End Date or (B) the failure of the Closing to have occurred on or prior to the Outside Date End Date; provided, further, that if the Closing shall not have occurred by 5:00 p.m., New York City time, on the date nine (including by resulting in a failure of any 9) months from the date hereof, but all conditions to the Closing set forth in Article VII have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)) or waived on or prior to such date, then the End Date shall automatically be extended (but not shortened) to 5:00 p.m., New York City time, on the tenth (10) Business Day after the last day of the Marketing Period (but in no event shall the End Date be satisfiedextended pursuant to this proviso beyond the date that is twelve (12) months from the date hereof), and, if so extended, such date shall be the “End Date”; provided, further, that if one or more of the conditions to the Closing set forth in Section 7.01(b) or Section 7.01(c) (solely as it relates to any Antitrust Laws or any Judgment issued by a Governmental Entity pursuant to any Antitrust Laws) has not been satisfied or waived on the date that is nine (9) months from the date hereof but all other conditions to the Closing set forth in Article VII have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on the End Date)) or waived, the End Date shall automatically be extended to 5:00 p.m., New York City time, on the date twelve (12) months from the date hereof, and, if so extended, such date shall be the “End Date”; (bii) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date Judgment by a Governmental Entity of this Agreement that is in effect and prevents competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Law or Order shall have Merger has become final and non-appealablenonappealable; provided, whether before or after the Requisite Company Vote has been obtained; provided however, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to under this Section 9.2(c8.01(b)(ii) shall not be available to any Party if a failure of such Party (or, in the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused case of Parent, Merger Sub) to comply with its obligations pursuant to Section 6.02 was a principal cause of the enactment, issuance, promulgation, enforcement or entry of any such Law or Order Judgment, or the failure to have such Law or Order liftedJudgment becoming final and non-appealable; or (iii) the Company Stockholders Meeting (unless such Company Stockholders Meeting has been adjourned, terminated or no longer in effect (it being understood which case at the final adjournment thereof) shall have been duly convened and held and the Company Stockholder Approval shall not have been obtained; provided, that for the purposes any termination of this Agreement under this Section 9.2(c8.01(b)(iii) any such breach by Merger Sub shall be deemed for purposes for purposes of Section 8.02(b) to be a termination under Section 8.01(d)(i) if, at the time of such a breach by Parenttermination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.01(d)(i).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be ------------------------------------------- terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time Time, in the case of Sections 8.2(a) and 8.2(b), before or after the adoption of -------------------------- this Agreement by the shareholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. February 28, 2002 (New York timeas adjusted in the manner set forth below, the "Termination Date") on April 30---------------- otherwise than as a result of any material breach of any provision of this Agreement by the Party seeking to effect such termination; provided, 2023 -------- however, that if (x) the “Outside Date”Effective Time has not occurred by the ------- Termination Date by reason of nonsatisfaction of any of the conditions set forth in Section 7.1 and (y) all other conditions set forth in Article VII ----------- ----------- have theretofore been satisfied or waived or are then capable of being satisfied, then the Termination Date shall automatically be extended to March 31, 2002; (b) any Restraint shall be in effect and shall have become final and nonappealable, provided that neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.2(b) if it has not complied with its obligations under Section 7.1(c); or (c) at the duly held Company Shareholders Meeting (including any adjournments thereof), whether before or after the Requisite Company Vote has requisite approval of the Company's shareholders shall not have been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the 's right -------- ------- to terminate this Agreement pursuant to under this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.2(c) shall not be available to the Company if the Company has not complied with its obligations under Sections -------- 6.2 and 6.3(a); or ------------- (d) the Parent Stockholders Meeting is required and at the duly held Parent Stockholders Meeting (including any adjournments thereof), the requisite approval of Parent's stockholders shall not have been obtained; provided, however, that Parent's right to terminate this Agreement under -------- ------- this Section 8.2(d) shall not be available to Parent if it Parent has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this not -------------- complied with its obligations under Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent6.3(b).. --------------

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)IX, this Agreement may be terminated and the transactions contemplated by this Agreement Transactions may be abandoned at any time prior to the Effective Time by either any of the Company or Parent if: (a) the transactions contemplated by this Agreement Transactions shall not have been consummated by 5:00 p.m. (New York time) on April 30May 22, 2023 2024 (as it may be extended pursuant to this Section 9.2(a), the “Outside Date”), ) whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if as of 5:00 p.m. (New York time) May 22, 2024, all of the condition to Closing set forth conditions in Section 8.1(b) has not been 8.1, Section 8.2 and Section 8.3 are satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for other than those conditions that that, by their nature nature, are to be satisfied at the Closing, all of which are capable of being satisfied at the Closing), except for any of the conditions set forth in Section 8.1(c) (solely to the extent such condition has not been satisfied due to an Order or injunction arising under any Antitrust Law) or Section 8.1(b), then the Outside Date may shall automatically be extended by the Company or Parent to a time and date not beyond until 5:00 p.m. (New York time) on June 30August 22, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied);2024. (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders Meeting or at any postponement, recess postponement or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement Transactions, and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)‎Article IX, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30November 10, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement or extend the Outside Date pursuant to this Section 9.2(a‎9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of a condition to the Closing to have occurred occur on or prior to the Outside Date (including it being understood that for the purposes of this Section ‎9.2(a) any such breach by resulting in Xxxxxx Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and makes unlawful, prevents or impairs the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c‎9.2(c) shall not be available to the Company or Parent if it has materially breached any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such final and non-appealable Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company Parent or Parent the Company, if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York timeTime) on April 30May 1, 2023 2022 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if any of the condition conditions to the Closing set forth in Section 8.1(b7.1(b), Section 7.1(c) (solely as it relates to any Antitrust Laws or Foreign Investment Laws) or Section 7.2(e) has not been satisfied or, or (to the extent permitted by applicable Law, ) waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII VII have been satisfied or, to the extent permitted by applicable Law, waived (except for other than those conditions that by their nature are to be satisfied at the ClosingClosing (so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Outside Date)) or waived, the Outside Date may will automatically be extended by the Company or Parent extended, without further action of any party hereto, to a time (and date not beyond including) 5:00 p.m. (New York timeTime) on June 30August 1, 2023 by providing a written notice thereof to Parent2022, in the case of an extension by the Companyand, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as if so extended, such date shall be the “Outside Date”; provided provided, further, if any of the conditions to the Closing set forth in Section 7.1(b), Section 7.1(c) (solely as it relates to any Antitrust Laws or Foreign Investment Laws) or Section 7.2(e) shall not have been satisfied or (to the extent permitted by applicable Law) waived on or prior to August 1, 2022 but all other conditions to Closing set forth in Article VII have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing (so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Outside Date)) or (to the extent permitted by applicable Law) waived, the Outside Date will automatically be extended, without further action of any party hereto, to (and including) 5:00 p.m. (New York Time) on November 1, 2022, and, if so extended, such date shall be the “Outside Date”; provided, further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.2(a) shall not be available to either the Company or Parent if it any Party that has breached in any material respect any covenant of its representations, warranties, covenants or agreement agreements set forth in this Agreement and such breach in any manner that shall have proximately caused, or primarily resulted in, been the primary cause of the occurrence of the failure of Closing to have occurred on or prior a condition to the Outside Date (including by resulting in a failure consummation of any conditions the Merger to the Closing to not be satisfied); (b) a Relevant Legal Restraint permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided, that the Party seeking to terminate this Agreement pursuant to this Section 8.2(b) shall have used reasonable best efforts to prevent the entry of and to remove such Relevant Legal Restraint in accordance with Section 6.5; provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any Party that has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement in any manner that shall have been the primary cause of the occurrence of the failure of the condition set forth in Section 7.1(c) (Laws or Governmental Orders) to the consummation of the Merger to be satisfied; or (c) if the Requisite Company Vote shall not have been obtained at the Company Stockholders Shareholders Meeting (or, if the Company Shareholders Meeting has been adjourned or at any postponement, recess or adjournment thereof taken postponed in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issuedat the final adjournment or postponement thereof), promulgatedin each case, enforced or entered any Law or Order after at which a vote on the date approval of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)was taken.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time Time, whether before or after the Requisite Company Vote is obtained, by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall Merger has not have been consummated by 5:00 p.m. (New York time) on April 30or before March 31, 2023 2025 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) provided that if the condition conditions to Closing set forth in Section 8.1(b6.1(b) has or Section 6.1(c) (to the extent related to the Regulatory Approvals, any applicable Antitrust Law or Foreign Investment Law), Section 6.2(e) or Section 6.2(f) have not been satisfied or, to the extent permitted or waived by applicable Law, waived on or prior to the Outside Date then in effect, but all other conditions to Closing set forth in Article VIII VI have been satisfied or, to the extent permitted by applicable Law, or waived (except for those conditions that by their nature are to be satisfied at the ClosingClosing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)), the Outside Date may will be automatically extended by the Company or Parent to a time and date not beyond 5:00 p.m. three (New York time3) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 months and such time and date, as so extended, shall be the “Outside Date”; provided provided, further, that (i) the Outside Date shall not automatically extend pursuant to the preceding proviso more than three (3) times, and (ii) the Outside Date may be extended to any other date as the Parties may otherwise agree in writing and such date, as so extended, shall be the “Outside Date”; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company any Party whose material breach of its covenants or Parent if it has breached in any material respect any covenant or agreement set forth agreements in this Agreement and such breach shall have proximately caused, or primarily resulted in, is the cause of the failure of Closing to have occurred on or prior to consummate the Transactions by the Outside Date (including it being understood that for the purposes of this Section 7.2(a) any such breach by resulting in Mxxxxx Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (or at any postponement, recess postponement or adjournment thereof thereof, taken in accordance with this Agreement), at which this Agreement has been voted upon; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law or Order after the date of this Agreement that is in effect and prevents prohibits the consummation of the transactions contemplated by this Agreement Merger, and such Order or Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent).

Termination by Either the Company or Parent. Subject Each of the Company and Parent shall have the right to the other provisions of terminate this Article IX and Section 10.7(b)Agreement, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”)Time, whether before or after the Requisite receipt of the Company Vote has been obtained; providedShareholder Approval, however, if: (i) the Closing shall not have occurred by 5:00 p.m. New York City time on September 30, 2016 (the “End Date”); provided that if the condition to Closing set forth in Section 8.1(b) has not been satisfied orif, to the extent permitted by applicable Law, waived on or prior to the Outside Date but End Date, all other of the conditions to the Closing set forth in Article VIII VII have been satisfied oror waived, to the extent permitted by applicable Lawas applicable, waived or shall then be capable of being satisfied (except for those conditions that by their nature are to be satisfied at the Closingany condition set forth in Section 7.01(b) or Section 7.01(c)), the Outside Date may be extended by either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a time date that is six (6) months after the End Date (and if so extended, such later date not beyond 5:00 p.m. being the End Date); provided, further, that neither the Company nor Parent may terminate this Agreement or extend the End Date pursuant to this Section 8.01(b) if it (New York time) on June 30, 2023 by providing a written notice thereof to Parentor, in the case of an extension by Parent, Merger Sub) is in breach of any of its covenants or agreements and such breach has caused or resulted in either (1) the Company, or failure to satisfy the conditions to the Company obligations of the terminating Party to consummate the Merger set forth in the case of an extension by Parent, in each case Article VII prior to 5:00 p.m. the End Date or (New York time2) on April 30the failure of the Closing to have occurred prior to the End Date; (ii) the condition set forth in Section 7.01(c) is not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided furtherhowever, that the right to terminate this Agreement pursuant to under this Section 9.2(a8.01(b)(ii) shall not be available to either any Party if such failure to satisfy the Company or Parent if it has breached in any material respect any covenant or agreement condition set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, Section 7.01(c) is the failure result of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions such Party to the Closing comply with its obligations pursuant to not be satisfied);Section 6.03; or (biii) the Requisite Company Vote shall Shareholder Approval is not have been obtained at the Company Stockholders Shareholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or duly convened (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and unless such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote Shareholders Meeting has been obtained; provided that adjourned, in which case at the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentfinal adjournment thereof).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to before the Effective Time Time: 5.2.1 by either Parent or the Company or Parent if: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) become effective on April 30or before December 31, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained2004; provided, however, (i) that if on such date the condition to Closing set forth in Section 8.1(b) has 4.1.1 shall not have been satisfied orsatisfied, then either Parent or the Company may cause such date to be extended to March 31, 2005, upon delivery of written notice to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”party; provided further, however, that the right to terminate this Agreement pursuant to this Section 9.2(a) 5.2.1 shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in party whose breach of this Agreement and such breach shall have proximately causedhas been the cause of, or primarily resulted in, the failure of Closing the Merger to have occurred occur on or prior to before such date; or 5.2.2 by Parent or the Outside Date (including Company if the requisite approval of the Merger by resulting in a failure the stockholders of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponementby December 31, recess or adjournment thereof taken in accordance with this Agreement2004; or (c) if any Governmental Entity shall have enactedprovided, issuedhowever, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right of the Company to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) 5.2.2 shall not be available to the Company if the failure to obtain stockholder approval has been caused by, or is the result of, a material breach by the Company of its covenants set forth in Section 3.2.2 of this Agreement; or 5.2.3 by Parent or the Company if any Restraint set forth in Section 4.1.2 shall be in effect and shall have become final and nonappealable; or 5.2.4 by Parent if a Company Adverse Recommendation Change shall have occurred in accordance with Section 3.2.2(d); or 5.2.5 by the Company, to the extent permitted by clause (II) of the last sentence of Section 3.2.2(d), if at any time before the Effective Time all of the following conditions are met: (a) the Company's Board of Directors authorizes the Company to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching a summary of the material terms thereof; and (b) Parent does not make, within three (3) business days after receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, a written offer that the Company's Board of Directors determines, in good faith consistent with its fiduciary obligations under applicable Law after consultation with its legal counsel and financial advisors, is at least as favorable (taking into account, all the terms and conditions of such offer and this Agreement and the interests of the Company and its stockholders) as such Superior Proposal; or 5.2.6 by Parent if the Board of Directors of the Company fails to reaffirm its unanimous recommendation in favor of the Merger at any time after public announcement of the Merger at the request of Parent; or 5.2.7 by Parent if a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a third party and the Company shall not have promptly thereafter sent its stockholders a statement recommending rejection of such tender offer or exchange offer; or 5.2.8 by Parent if there has materially breached been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to a failure of a condition set forth in this Agreement and such Section 4.3.1(a) or (b); 5.2.9 by the Company if there has been a material breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry by Parent of any such Law representation, warranty, covenant or Order or agreement contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 4.2.1(a) or (b); 5.2.10 by the Company pursuant to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent1.3.1(b)(iii).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30or before August 3, 2023 2019 (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(a) shall not be available to either the Company or Parent a party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Merger to have occurred been consummated on or prior to before the Outside Termination Date (including was primarily caused by resulting in a the failure of such party to perform any conditions to the Closing to not be satisfied)of its obligations under this Agreement; (b) if the Requisite Company Vote Stockholders Meeting (including any adjournments or postponements thereof) shall have been duly held and completed and the Stockholder Approval shall not have been obtained at the Company such Stockholders Meeting (or at any postponement, recess adjournment or adjournment thereof taken in accordance with postponement thereof) at which a vote on the adoption of this AgreementAgreement is taken; or (c) if any Order by a Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non‑appealable or any statute, rule or regulation will have been enacted, issued, promulgatedentered, enforced or entered any Law deemed applicable to the Merger that prohibits, makes illegal or Order after the date of this Agreement that is in effect and prevents enjoins the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealableMerger; provided, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c7.2(c) shall not be available to the Company or Parent a party if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes perform any of its obligations under this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent)Agreement.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time Time, in the case of SECTIONS 8.2(a) AND 8.2(b), before or after the adoption of this Agreement by the shareholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if: (a) the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. February 28, 2002 (New York timeas adjusted in the manner set forth below, the "TERMINATION DATE") on April 30otherwise than as a result of any material breach of any provision of this Agreement by the Party seeking to effect such termination; PROVIDED, 2023 (the “Outside Date”)HOWEVER, whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if (x) the condition to Closing Effective Time has not occurred by the Termination Date by reason of nonsatisfaction of any of the conditions set forth in Section 8.1(bSECTION 7.1 and (y) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII ARTICLE VII have theretofore been satisfied oror waived or are then capable of being satisfied, to then the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Termination Date may shall automatically be extended by to March 31, 2002; (b) any Restraint shall be in effect and shall have become final and nonappealable, provided that neither the Company or nor Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to may terminate this Agreement pursuant to this Section 9.2(a8.2(b) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfiedcomplied with its obligations under Section 7.1(c); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if at the duly held Company Shareholders Meeting (including any Governmental Entity shall have enactedadjournments thereof), issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation requisite approval of the transactions contemplated by this Agreement and such Law or Order Company's shareholders shall not have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided PROVIDED, HOWEVER, that the Company's right to terminate this Agreement and abandon the transactions contemplated by under this Agreement pursuant to this Section 9.2(cSECTION 8.2(c) shall not be available to the Company or if the Company has not complied with its obligations under SECTIONS 6.2 AND 6.3(a); or (d) the Parent Stockholders Meeting is required and at the duly held Parent Stockholders Meeting (including any adjournments thereof), the requisite approval of Parent's stockholders shall not have been obtained; PROVIDED, HOWEVER, that Parent's right to terminate this Agreement under this SECTION 8.2(d) shall not be available to Parent if it Parent has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parentnot complied with its obligations under SECTION 6.3(b).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated terminated, and the transactions contemplated by this Agreement Transactions may be abandoned abandoned, by either the Company or Parent at any time prior to the Effective Time by either the Company or Parent ifTime: (a) if the transactions contemplated by this Agreement Effective Time shall not have been consummated by 5:00 p.m. occurred on or before March 31, 2025 (New York time) on April 30such date, 2023 (the “Outside Date”, which may be extended from time to time pursuant to this Section 8.2(a), whether before or after the Requisite Company Vote has been obtained); provided, however, (i) that if on the condition to Closing Outside Date any of the conditions set forth in Section 8.1(b7.1(b) has (to the extent relating to the matters set forth in Section 7.1(c)) or Section 7.1(c) have not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII VII have been satisfied oror waived or are capable of being satisfied if the Closing were to take place on such date, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Outside Date may shall be automatically extended by the Company or Parent to a time and date not beyond 5:00 p.m. in two three (New York time3) on June month increments until no later than September 30, 2023 by providing a written notice thereof to Parent2025, in the case of an extension by the Companyprovided, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a8.2(a) shall not be available to either the Company or Parent a Party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Effective Time to have occurred occur on or prior to before the Outside Date (including was primarily caused by resulting in a the failure of such Party to perform any conditions of its obligations or covenants under this Agreement (it being understood that Xxxxxx and Merger Sub shall be deemed to the Closing to not be satisfieda single Party for purposes of this sentence); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enacted or entered promulgated any Law or Order after the date of this Agreement that is in effect and prevents or issued any Order (whether temporary, preliminary or permanent) after the consummation date of the transactions contemplated by this Agreement and such Law or Order shall have that has become final and non-appealableappealable and that restrains, whether before enjoins or after otherwise prohibits the Requisite Company Vote has been obtainedconsummation of the Merger; provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.2(b) shall not be available to a Party if the Company enactment or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry promulgation of any such Law or the issuance of any such Order or was primarily caused by the failure of such Party to have such Law perform any of its obligations or Order lifted, terminated or no longer in effect covenants under this Agreement (it being understood that for the purposes of this Section 9.2(c) any such breach by Parent and Merger Sub shall be deemed such to be a breach by Parentsingle Party for purposes of this sentence); or (c) if the Company Stockholder Approval has not been obtained at the Company Stockholders’ Meeting (or any adjournment or postponement thereafter at which a vote is taken on the Merger).

Termination by Either the Company or Parent. Subject to the other provisions Each of this Article IX and Section 10.7(b), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or and Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York time) on April 30, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated hereby, at any time prior to the Offer Acceptance Time, if: (i) the Offer Acceptance Time shall not have occurred by 5:00 p.m. Eastern time on October 30, 2018 (the “End Date”); provided, however, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 9.2(c8.01(b)(i) shall not be available to if such Party (or, in the Company or Parent if it has materially breached any covenant or agreement set forth case of Parent, Purchaser) is in breach of this Agreement and such breach has been the primary cause of or primarily resulted in the failure of the Offer Acceptance Time to occur by the End Date; (ii) the conditions set forth in Section 7.01(a) or clause (d) of Exhibit A are not satisfied and the Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided, however, neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.01(b)(ii) if such Party (or, in the case of Parent, Purchaser) is in breach of this Agreement and such breach has been the primary cause or primarily resulted in the conditions set forth in Section 7.01(a) or clause (d) of Exhibit A not to have been satisfied at or prior to 5:00 p.m. Eastern time on the End Date; or (iii) the Offer shall have proximately caused earlier (A) expired (after giving effect to any extensions thereof in accordance with this Agreement) or (B) been terminated, in each case, in accordance with the enactment, issuance, promulgation, enforcement or entry of any such Law or Order or the failure to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes terms of this Agreement and the Offer Acceptance Time shall not have occurred solely as a result the Minimum Tender Condition not being satisfied; provided, however, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 9.2(c8.01(b)(iii) any if such Party (or, in the case of Parent, Purchaser) is in breach of this Agreement and such breach by Merger Sub shall be deemed such a breach by Parent)has been the primary cause of or primarily resulted in the Minimum Tender Condition not being satisfied.

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b)VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by either the Company or Parent: (a) at any time prior to the Effective Time, if the Offer Acceptance Time by shall not have occurred on or prior to the 150th day following the date of this Agreement (the “End Date”); provided that, at any time during the period beginning on the 120th day following the date of this Agreement and prior to the 150th day following the date of this Agreement, either the Company or Parent if: (a) may extend the transactions contemplated by End Date to the 180th day following the date of this Agreement by written notice to the other Party in the event that any of the Offer Conditions set forth in clause (b) (No Legal Prohibition) (if the Restraint relates to Antitrust Laws, the FATA or the NZ Act), clause (c) (Antitrust Approvals), clause (d) (FIRB Approval) and clause (e) (New Zealand Overseas Investment Regime) of Annex I shall not have been consummated by 5:00 p.m. (New York time) on April 30satisfied, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII Offer Conditions shall have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to or be capable of being satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a such time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, it being understood that in the case of an extension by the Companyany such extension, or any reference to the Company End Date in any other provision of this Agreement shall be a reference to the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, End Date as so extended, shall be the “Outside Date”); provided further, that the right to terminate this Agreement pursuant to and abandon the transactions contemplated by this Section 9.2(a) Agreement shall not be available to either the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, caused the occurrence of the failure of Closing an Offer Condition to have occurred be satisfied on or prior to the Outside End Date (including it being understood that for the purposes of this Section 8.02(a) any such breach by resulting in Merger Sub shall be deemed such a failure of any conditions to the Closing to not be satisfiedbreach by Parent); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponementtime prior to the Effective Time, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law that makes unlawful or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c8.02(b) shall not be available to the Company or Parent if it has materially breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry occurrence of any such Law or Order or the failure of an Offer Condition to have such Law or Order lifted, terminated or no longer in effect be satisfied (it being understood that for the purposes of this Section 9.2(c8.02(b) any such breach by Merger Sub shall be deemed such a breach by Parent); or (c) if the Offer (as extended in accordance with the terms of this Agreement) has been withdrawn or terminated in accordance with the terms of this Agreement without the acceptance for payment of Shares pursuant to the Offer; provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 8.02(c) shall not be available to the Company or Parent if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement and such breach shall have caused the events specified in this Section 8.02(c).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to before the Effective Time Time: 5.2.1 by either Parent or the Company or Parent if: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) become effective on April 30or before December 31, 2023 (the “Outside Date”), whether before or after the Requisite Company Vote has been obtained2004; provided, however, (i) that if on such date the condition to Closing set forth in Section 8.1(b) has 4.1.1 shall not have been satisfied orsatisfied, then either Parent or the Company may cause such date to be extended to March 31, 2005, upon delivery of written notice to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”party; provided further, however, that the right to terminate this Agreement pursuant to this Section 9.2(a) 5.2.1 shall not be available to either the Company or Parent if it has breached in any material respect any covenant or agreement set forth in party whose breach of this Agreement and such breach shall have proximately causedhas been the cause of, or primarily resulted in, the failure of Closing the Merger to have occurred occur on or prior to before such date; or 5.2.2 by Parent or the Outside Date (including Company if the requisite approval of the Merger by resulting in a failure the stockholders of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponementby December 31, recess or adjournment thereof taken in accordance with this Agreement2004; or (c) if any Governmental Entity shall have enactedprovided, issuedhowever, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right of the Company to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) 5.2.2 shall not be available to the Company if the failure to obtain stockholder approval has been caused by, or is the result of, a material breach by the Company of its covenants set forth in Section 3.2.2 of this Agreement; or 5.2.3 by Parent or the Company if any Restraint set forth in Section 4.1.2 shall be in effect and shall have become final and nonappealable; or 5.2.4 by Parent if a Company Adverse Recommendation Change shall have occurred in accordance with Section 3.2.2(d); or 5.2.5 by the Company, to the extent permitted by clause (II) of the last sentence of Section 3.2.2(d), if at any time before the Effective Time all of the following conditions are met: (a) the Company’s Board of Directors authorizes the Company to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching a summary of the material terms thereof; and (b) Parent does not make, within three (3) business days after receipt of the Company’s written notification of its intention to enter into a binding agreement for a Superior Proposal, a written offer that the Company’s Board of Directors determines, in good faith consistent with its fiduciary obligations under applicable Law after consultation with its legal counsel and financial advisors, is at least as favorable (taking into account, all the terms and conditions of such offer and this Agreement and the interests of the Company and its stockholders) as such Superior Proposal; or 5.2.6 by Parent if the Board of Directors of the Company fails to reaffirm its unanimous recommendation in favor of the Merger at any time after public announcement of the Merger at the request of Parent; or 5.2.7 by Parent if a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a third party and the Company shall not have promptly thereafter sent its stockholders a statement recommending rejection of such tender offer or exchange offer; or 5.2.8 by Parent if there has materially breached been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to a failure of a condition set forth in this Agreement and such Section 4.3.1(a) or (b); 5.2.9 by the Company if there has been a material breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry by Parent of any such Law representation, warranty, covenant or Order or agreement contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 4.2.1(a) or (b); 5.2.10 by the Company pursuant to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of this Section 9.2(c) any such breach by Merger Sub shall be deemed such a breach by Parent1.3.1(b)(iii).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Transactions may be abandoned at any time prior to the Effective Offer Acceptance Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Offer Acceptance Time shall not have been consummated by 5:00 occurred on or prior to one minute after 11:59 p.m. (New York City time) on April 30February 19, 2023 2025 (such date, the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if the condition to Closing set forth in Section 8.1(b) has not been satisfied or, to the extent permitted by applicable Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing), the Outside Date may be extended by the Company or Parent to a time and date not beyond 5:00 p.m. (New York time) on June 30, 2023 by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parent, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Date”; provided further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to either the Company or Parent a party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing the Offer to have occurred been consummated on or prior to before the Outside Termination Date (including was primarily caused by resulting in a the failure of such party to perform any conditions of its obligations under this Agreement (it being understood that Parent and Merger Sub shall be deemed to the Closing to not be satisfieda single party for purposes of this sentence);; or (b) if the Requisite Company Vote shall not have Offer (as it may be required to be extended pursuant to Section 2.1(c), or has otherwise been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken extended in accordance with this Agreement) shall have expired in accordance with its terms without the Minimum Condition having been satisfied or the other Offer Conditions having been satisfied or waived by Parent, in each case without the acceptance for payment of any Shares validly tendered in the Offer; provided, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose failure to satisfy any agreements or covenants under this Agreement has primarily caused or resulted in the non-satisfaction of the Minimum Condition or any of the other Offer Conditions or the non-acceptance for payment of Shares validly tendered in the Offer (it being understood that Pxxxxx and Merger Sub shall be deemed to be a single party for purposes of this sentence); or (c) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enacted or entered promulgated any Law or Order after the date of this Agreement or issued any Order after the date hereof that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealableappealable and restrains, whether before enjoins or after otherwise prohibits the Requisite Company Vote has been obtainedacquisition of or payment for the Shares pursuant to the Offer or consummation of the Merger,; provided provided, that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to a party if the Company enactment promulgation or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry issuance of any such Law or Order Order, or the failure to have such Law or Order liftedbecoming final and non-appealable, terminated or no longer in effect was primarily caused by the failure of such party to perform any of its obligations under this Agreement (it being understood that for the purposes of this Section 9.2(c) any such breach by Parent and Merger Sub shall be deemed such to be a breach by Parentsingle party for purposes of this sentence).

Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent ifParent: (a) if the transactions contemplated by this Agreement Merger shall not have been consummated by 5:00 p.m. (New York time) on April 30or before June 24, 2023 2019 (the “Outside Termination Date”), whether before or after the Requisite Company Vote has been obtained; provided, however, (i) that if as of the condition to Closing Termination Date any of the conditions set forth in Section 8.1(b6.1(b) or Section 6.1(c) (solely to the extent such condition set forth in Section 6.1(c) has not been satisfied or, due to the extent permitted by applicable enactment, issuance, promulgation, enforcement or entry of any Regulatory Law or an Order arising under any Regulatory Law, waived on or prior to the Outside Date but all other conditions to Closing set forth in Article VIII ) shall not have been satisfied or, to or waived by the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing)Company and Parent, the Outside Termination Date may be extended by either Parent or the Company or Parent to for a time and date not beyond 5:00 p.m. period of ninety (New York time90) on June 30, 2023 days by providing a written notice thereof to Parent, in the case of an extension by the Company, or to the Company in the case of an extension by Parentother party, in each case prior to 5:00 p.m. (New York time) on April 30, 2023 and such time and date, as so extended, shall be the “Outside Termination Date”; provided provided, further, that (i) the right to terminate this Agreement pursuant to this Section 7.2(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 caused by a material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.2(a) shall have complied with its obligations under Section 5.5, Section 5.12 and Section 5.17. (b) if the Stockholders Meeting (including any adjournments or postponements thereof) shall have been held and completed and the Stockholder Approval shall not have been obtained at such Stockholders Meeting (or at any adjournment or postponement thereof) at which a vote on the adoption of this Agreement is taken; or (c) if any Order by a Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 9.2(a7.2(c) shall not be available to either the Company or Parent a party if it has breached in any material respect any covenant or agreement set forth in this Agreement and such breach shall have proximately caused, or primarily resulted in, the failure of Closing to have occurred on or prior to the Outside Date (including by resulting in a failure of any conditions to the Closing to not be satisfied); (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement, recess or adjournment thereof taken in accordance with this Agreement; or (c) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order after the date of this Agreement that is in effect and prevents the consummation of the transactions contemplated by this Agreement and such Law or Order shall have become final and non-appealable, whether before or after the Requisite Company Vote has been obtained; provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 9.2(c) shall not be available to the Company or Parent if it has materially breached any covenant or agreement set forth in this Agreement and such breach shall have proximately caused the enactment, issuance, promulgation, enforcement or entry of any such Law or Order Order, or the failure Order becoming final and non-appealable, was caused by a material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; provided, further, that the party seeking to have such Law or Order lifted, terminated or no longer in effect (it being understood that for the purposes of terminate this Agreement pursuant to this Section 9.2(c7.2(c) any shall have used the efforts required by Section 5.5 to remove such breach by Merger Sub shall be deemed such a breach by Parent)Order.