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 and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23, 2014 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (acting only upon the approval recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger Effective Time shall not have been consummated occurred on or before June 23September 17, 2014 (as it may be extended pursuant to this Section 8.02(a), the “Termination Date”); providedprovided that if the Closing has not taken place prior to September 17, that 2014, either Parent or the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by Company may extend the Termination DateDate to a date that is no later than December 17, 2014; (b) any Governmental Authority having of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach ofappealable Order that, or failure to fulfilltaken any other final and non-appealable action that, any has the effect of its obligations under this Agreement has been making consummation of the primary cause of, Transactions illegal or primarily resulted in otherwise preventing or prohibiting consummation of the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental AuthorityTransactions; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ 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 postponement thereofresulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (acting upon the approval unanimous recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger Effective Time shall not have been consummated occurred on or before June 2317, 2014 2021 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination Date;or (b) any Governmental Authority having of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach ofappealable Order which, or failure to fulfilltaken any other final and non-appealable action that, any has the effect of its obligations under this Agreement has been making consummation of the primary cause of, Transactions illegal or primarily resulted in otherwise preventing or prohibiting consummation of the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental AuthorityTransactions; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ 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 (or, in the case of termination by Parent, the failure of the Rollover Shareholder to fulfill any of its 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 and the Merger and the other Transactions may be abandoned by either the Company (upon the unanimous approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23, 2014 the date falling twelve (12) months from the date of this Agreement (the “Termination Date”); provided, provided that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, fulfill any of its obligations under this Agreement has been the primary a cause of, or primarily resulted in, the failure to consummate the Merger by the Termination Datesuch date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; providedappealable Order having the effect 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 whose breach of, or failure to fulfill, fulfill any of its obligations under this Agreement has been the primary a cause of, or primarily resulted in the enactmentin, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authoritysuch Order; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof; provided that the Company shall not be entitled to terminate this Agreement under this clause if it has breached in any material respect any of its obligations under Section 6.01 or Section 6.04.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (acting upon the approval recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23November 17, 2014 2017 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a9.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate the Merger by the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b9.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23, 2014 the date falling twelve (12) months from the date of this Agreement (the “Termination Date”); provided, provided that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, fulfill any of its obligations under this Agreement has been the primary a cause of, or primarily resulted in, the failure to consummate the Merger by the Termination Datesuch date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction Order which shall have become final and non-appealable; providednonappealable, provided that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, fulfill any of its obligations under this Agreement has been the primary a cause of, or primarily resulted in the enactmentin, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authoritysuch Order; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ 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(c) shall not be available to any party who has breached in any material respect any of its obligations under Sections 6.01 or 6.04.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective TimeTime by either the Company or Parent, ifwhether before or after adoption of this Agreement by the Company's stockholders: (a) by the Merger mutual written consent of Parent and the Company, by action of their respective boards of directors; (b) if any Governmental Entity shall not have been consummated on issued an order, decree or before June 23ruling or taken any other action permanently restraining, 2014 (enjoining or otherwise prohibiting the “Termination Date”)transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to provisions of this Section 8.02(a6.1(b) shall not be available to any party whose breach failure to fulfill its obligations pursuant to Section 4.3 shall have been the cause of, or failure shall have resulted in, such order, decree, ruling or other action; (c) if the Merger has not been consummated by February 28, 2004 (or such later date as may be agreed to fulfillin writing by Parent and the Company), provided that the party seeking to exercise such right is not then in breach in any material respect of any of its obligations covenants, agreements, representations or warranties under this Agreement has been Agreement; and (d) if, at a duly held stockholders meeting of the primary cause of, Company or primarily resulted inany adjournment or postponement thereof at which this Agreement, the failure to consummate by Asset Purchase and the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enactedMerger are voted upon, issued, promulgated, enforced or entered any Injunction which shall have become final the requisite stockholder adoption and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofobtained.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, ifTime by either the Company or Parent: (a) if the Merger shall not have been consummated on or before June 23December 21, 2014 2017 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a7.2(a) shall not be available to any a party whose breach of, if the failure of the Merger to have been consummated on or before the Termination Date was primarily caused by the failure of such party to fulfill, perform any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination DateAgreement; (b) if the 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 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 Authority having Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not be available to any a party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in if the enactment, issuance, promulgation, enforcement or entry of an Injunction such Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to perform any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofof its obligations under this Agreement.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23, 2014 the date falling six (6) months from the date of this Agreement (the “Termination Date”); providedprovided that if on such date, all of the conditions set forth in Article VII have been satisfied (other than those conditions that by their nature are only capable of being satisfied at the right Closing) or waived (where permissible under applicable Law), except for the conditions set forth in Section 7.01(b), then either Parent or the Company may, in its sole discretion, elect to terminate this Agreement pursuant extend the Termination Date once to this Section 8.02(athe date that is three (3) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been months after the primary cause of, or primarily resulted in, the failure to consummate by the initial Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that appealable Order which is then in effect and prohibits or makes illegal the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, any consummation of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental AuthorityTransactions; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ 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 the primary cause of, or resulted primarily in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, ifTime by either the Company or Parent: (a) if the Merger shall not have been consummated on or before June 23October 29, 2014 2018 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a7.2(a) shall not be available to any a party whose breach of, if the failure of the Merger to have been consummated on or before the Termination Date was primarily caused by the failure of such party to fulfill, perform any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination DateAgreement; (b) if the 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 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 Authority having Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealablenon‑appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not be available to any a party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in if the enactment, issuance, promulgation, enforcement or entry of an Injunction such Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to perform any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofof its obligations under this Agreement.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, if: Time by action of the Board of Directors of either the Company or Parent if (ai) the Merger shall not have been consummated on by January 31, 2002, (ii) the Company Requisite Vote shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before June 23or after the Company Requisite Vote has been obtained) or (iv) Merger Sub, 2014 (or any SBC Company, shall have terminated the “Termination Date”)Amended Offer without purchasing any Shares pursuant thereto; provided, in the case of termination of this Agreement by Parent, such termination of the Amended Offer is not in violation of the terms of the Amended Offer; provided, that the right to terminate this Agreement pursuant to this Section 8.02(aclause (i) above shall not be available to any party whose breach of, or failure to fulfill, that has breached in any of respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the primary cause of, or primarily resulted in, occurrence of the failure of the Merger to consummate by the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofconsummated.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon acting at the approval direction of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger Effective Time shall not have been consummated occurred on or before June 23March 31, 2014 2023, which shall be extended (i) by up to six (6) months upon mutual agreement of the “Termination Date”); providedParent and the Company (acting at the direction of the Special Committee) on or prior to March 31, 2023, or (ii) automatically by three (3) months or such shorter period provided in the definitive agreement with respect to the Debt Financing or Alternative Financing (if applicable) in the event that the right Parent enters into one such agreement on or prior to terminate this Agreement March 31, 2023 (such date as may be extended pursuant to this Section 8.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in), the failure to consummate by the Termination “Long Stop Date;”); or (b) any Governmental Authority having of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach ofappealable Order, or failure to fulfilltaken any other final and non-appealable action, any which has the effect of its obligations under this Agreement has been making consummation of the primary cause of, Transactions illegal or primarily resulted in otherwise preventing or prohibiting consummation of the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental AuthorityTransactions; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ 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 primary cause of, or postponement thereofresulted in, the failure of the applicable condition(s) being satisfied.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (acting upon the approval recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger shall not have been consummated on or before June 23January 31, 2014 2023 (the “Termination Date”); provided, provided that the right to terminate this Agreement pursuant to this Section 8.02(a10.02(a) shall not be available to any party whose breach of, or failure to fulfill, of any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, of the failure to consummate the Merger by the Termination Date; (b) any an injunction, order or decree shall have been issued by a court of competent jurisdiction or other Governmental Authority having competent jurisdiction shall have enacted(which injunction, issuedorder, promulgated, enforced or entered any Injunction which decree shall have become final and non-appealable) that (i) prohibits or makes illegal consummation of the Merger and/or the other Transactions or (ii) permanently enjoins the Company, Parent or Merger Sub from consummating the Merger and/or the other Transactions; provided, provided that the right to terminate this Agreement pursuant to this Section 8.02(b10.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof.Section

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective TimeTime by either the Company or Parent, ifwhether before or after adoption of this Agreement by the Company’s stockholders: (a) by the Merger mutual written consent of Parent and the Company, by action of their respective boards of directors; (b) if any Governmental Entity shall not have been consummated on issued an order, decree or before June 23ruling or taken any other action permanently restraining, 2014 (enjoining or otherwise prohibiting the “Termination Date”)transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to provisions of this Section 8.02(a6.1(b) shall not be available to any party whose breach failure to fulfill its obligations pursuant to Section 4.3 shall have been the cause of, or failure shall have resulted in, such order, decree, ruling or other action; (c) if the Merger has not been consummated by February 28, 2004 (or such later date as may be agreed to fulfillin writing by Parent and the Company), provided that the party seeking to exercise such right is not then in breach in any material respect of any of its obligations covenants, agreements, representations or warranties under this Agreement has been Agreement; and (d) if, at a duly held stockholders meeting of the primary cause of, Company or primarily resulted inany adjournment or postponement thereof at which this Agreement, the failure to consummate by Asset Purchase and the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enactedMerger are voted upon, issued, promulgated, enforced or entered any Injunction which shall have become final the requisite stockholder adoption and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofobtained.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, ifTime by either the Company or Parent: (a) if the Merger shall not have been consummated on or before June 23November 8, 2014 2019 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.2(a) shall not be available to any a party whose breach of, if the failure of the Merger to have been consummated on or before the Termination Date was primarily caused by the failure of such party to fulfill, perform any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination DateAgreement; (b) if the 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 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 Authority having Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not be available to any a party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in if the enactment, issuance, promulgation, enforcement or entry of an Injunction any such Order, or the Order becoming final and non-appealable, was primarily caused by the failure of such party to perform any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereofof its obligations under this Agreement.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by action of the Board of Directors of either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, if: : (a) the Merger shall not have been consummated on or before June 23by December 31, 2014 1998 (the “Termination Date”); provided, provided that the right to terminate this Agreement pursuant to under this Section 8.02(a8.2(i) shall not be available to any party whose breach of, or failure to fulfill, fulfill any of its obligations obligation under this Agreement has been the primary cause of, of or primarily resulted in, in the failure of the Merger to consummate by the Termination Date; occur on or before such date); (b) any Governmental Authority having court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have enactedissued an order, issueddecree or ruling or taken any other action permanently restraining, promulgatedenjoining or otherwise prohibiting the Merger and such order, enforced decree, ruling or entered any Injunction which other action shall have become final and non-appealablenonappealable; providedor (c) at the duly held Stockholders Meetings (including any adjournments thereof), the Requisite Stockholder Approval shall not have been obtained; PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.02(b8.2(c) shall not be available to any party whose breach of, or failure to fulfill, any of Party which has not complied with its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; or (c) the Requisite Company Vote shall not have been obtained at the Stockholders’ Meeting duly convened therefor Sections 6.3 and concluded or at any adjournment or postponement thereof6.

Termination by Either the Company or Parent. This Agreement may be terminated and the Merger Amalgamation and the other Transactions may be abandoned by either the Company (upon the approval of the Special Committee) or Parent at any time prior to the Effective Time, if: (a) the Merger Amalgamation shall not have been consummated on or before June 23, 2014 the date which is nine (9) months after the date of this Agreement (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.02(a9.02(a) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate by the Termination Date; (b) any Governmental Authority having competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Injunction which shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.02(b9.02(b) shall not be available to any party whose breach of, or failure to fulfill, any of its obligations under this Agreement has been the primary cause of, or primarily resulted in the enactment, issuance, promulgation, enforcement or entry of an Injunction by any Governmental Authority; provided further that the party hereto seeking to terminate this Agreement pursuant to this Section 9.02(b) shall have used such standard of efforts to the extent required pursuant to Section 7.08 to prevent, oppose and remove such restraint, injunction or other prohibition; or (c) the Requisite Company Vote shall not have been obtained at the StockholdersShareholders’ Meeting duly convened therefor and concluded or at any adjournment or postponement thereof.