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

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18, 2019 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18October 6, 2019 2018 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either and the Company (acting only upon the recommendation of the Special Committee) or Parent Merger may be abandoned at any time prior to the Effective Time, Time by action of the Company or Parent if: (a) the Effective Time Merger shall not have occurred on or before August 18been consummated by the July 31, 2019 2006 (the “Termination Outside Date”); or (b) any Governmental Authority of competent jurisdiction shall have enactedprovided, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; providedhowever, that the right to terminate this Agreement pursuant to under this Section 8.02 9.2(a) shall not be available to any party Party whose failure to fulfill any of its obligations obligation under this Agreement has been a material the cause of, of or resulted in, in the failure of the applicable condition(sMerger to occur on or before such date; or (b) being satisfiedif any Restraint shall be in effect and shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any Party who fails to use commercially reasonable best efforts to remove such Restraint before it becomes final and nonappealable. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement shall be automatically deemed terminated without any further action by either the Company or Parent in the event the SBR Merger Agreement is terminated pursuant to Article IX thereof.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the unanimous recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18December 15, 2019 2020 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that which has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement (or, in the case of termination by Parent, the failure of any of the Supporting Shareholders to fulfill any of their respective obligations under the Support Agreement) has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon at the recommendation direction of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18June 28, 2019 2021 (the “Termination Long Stop Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that which has the effect of preventing, prohibiting or otherwise making illegal consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the TransactionsMerger; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Shareholders Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure (or, in the case of Parent, the failure of Parent or Merger Sub) to fulfill any of its obligations under this Agreement has been a material primary cause of, or resulted in, the failure of the Merger to be consummated by the Long Stop Date or the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the unanimous recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18July 1, 2019 2024 (the “Termination Long Stop Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that which has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material proximate cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18, 2019 the date falling six months from the date of this Agreement (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder that, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, provided that the right to terminate this Agreement pursuant to this Section ‎Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18May 14, 2019 2016 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder which, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon at the recommendation direction of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18July 19, 2019 2022 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that Order which has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the TransactionsMerger; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure (or, in the case of Parent, the failure of Parent or Merger Sub) to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the Merger to be consummated by the Termination Date or the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18May 24, 2019 2024 (the “Termination Long Stop Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that which has the effect of preventing, prohibiting or otherwise making illegal consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the TransactionsMerger; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Shareholders Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section ‎Section 8.02 shall not be available to any party whose failure (or, in the case of Parent, the failure of Parent or Merger Sub) to fulfill any of its obligations under this Agreement has been a material primary cause of, or resulted in, the failure of the Merger to be consummated by the Long Stop Date or the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation unanimous approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time Merger shall not have occurred been consummated on or before August 18, 2019 the date falling nine months from the date of this Agreement (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that Order which has the effect of making consummation of the Transactions Merger illegal or otherwise preventing or prohibiting consummation of the Transactions; or; (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, provided that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.; or

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18March 26, 2019 2018 (the “Termination Date”); or; (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder that, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereof; provided, provided that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation unanimous approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time Merger shall not have occurred been consummated on or before August 18, 2019 the date falling six (6) months from the date of this Agreement (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder which, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions Merger illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18December 31, 2019 2015 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder that, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, provided that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation unanimous approval of the Special Independent Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time Merger shall not have occurred been consummated on or before August 18, 2019 the date falling six (6) months from the date of this Agreement (the “Termination Date”); or; (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable OrderOrder which, or taken any other final and non-appealable actionaction that, that has the effect of making consummation of the Transactions Merger illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been a material cause of, or resulted in, the failure to satisfy any of the applicable condition(s) being satisfiedconditions or otherwise consummate the Merger by such date.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the unanimous recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18November 30, 2019 2017 (the “Termination Date”); or (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that has the effect of making consummation of the Transactions Merger illegal or otherwise preventing or prohibiting consummation of the Transactions; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Meeting duly convened therefor and concluded or at any adjournment thereofMerger; provided, that the right to terminate this Agreement pursuant to this Section 8.02 shall not be available to any party whose failure to fulfill any of its obligations under this Agreement or other breach of this Agreement has been a material cause of, or resulted in, such right to terminate or the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon at the recommendation direction of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Effective Time shall not have occurred on or before August 18January 30, 2019 2022 (the “Termination Long Stop Date”); or; (b) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Order, or taken any other final and non-appealable action, that which has the effect of preventing, prohibiting or otherwise making illegal consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the TransactionsMerger; or (c) the Requisite Company Vote shall not have been obtained at the Shareholders’ Shareholders Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided, that the right to terminate this Agreement pursuant to this Section 8.02 ‎8.02 shall not be available to any party whose failure (or, in the case of Parent, the failure of Parent or Merger Sub) to fulfill any of its obligations under this Agreement has been a material primary cause of, or resulted in, the failure of the Merger to be consummated by the Long Stop Date or the applicable condition(s) being satisfied.