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

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Parent or the Company if: (a) the Merger shall not have been consummated by August 31, 2001; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals shall not have been obtained; (c) a meeting (including adjournments and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtained; or (d) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at At any time prior to the Effective Time Time, this Agreement may be terminated by the Company or Parent, in either case by action of the its Board of Directors of Parent or the Company Directors, if: (a) the Merger shall not have been consummated by August 31September 30, 20012003; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure or whose affiliates' failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the principal cause of, or resulted in, the failure of the Merger to occur on or before such date;; or (b) the Company Requisite Vote shall not have been obtained at a meeting (including adjournments and postponements) of the Company's stockholders duly convened for the purpose of obtaining the approvals required by Section 8.1(a)(iCompany Requisite Vote; or (c) shall have been held and such stockholder approvals the Parent Requisite Vote shall not have been obtained; (c) obtained at a meeting (including adjournments and postponements) of Parent's shareholders stockholders duly convened for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtainedParent Requisite Vote; or (d) a U.S. federal, United States federal or state court or non-U.S. foreign court of competent jurisdiction or federal, United States federal or state or non-U.S. foreign governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (including the enactment of any statute, rule, regulation, decree or executive order) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action (including the enactment of any statute, rule, regulation, decree or executive order) shall have become final and nonappealablenon-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, 5.5 and with respect to other matters not covered by Section 7.5, 5.5 shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to by action of the Effective Time Board of Directors of the Company or by action of the Board of Directors of Parent or (in either case upon payment of the Company Termination Amount (as defined below) if payable), if: (a) the Merger shall not have been consummated by August 31, 2001the date that is seven months after the date of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date;; or (b) a after the twentieth day following the date of the meeting (including adjournments and postponements) of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and Company Requisite Vote, if such stockholder approvals Company Requisite Vote shall not have been obtained;; or (c) a after the twentieth day following the date of the meeting (including adjournments and postponements) of Parent's shareholders stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and Parent Requisite Vote, if such shareholder approvals Parent Requisite Vote shall not have been obtained; or (d) a U.S. federal, United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, 6.4 and with respect to other matters not covered by Section 7.5, 6.4 shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated and the Offer, the Merger and the other Transactions abandoned at any time prior to the Effective Time Time, whether before or after the Company Stockholder Approval, if applicable, by action of the Board of Directors of either Parent or the Company if:(with any termination by Parent constituting an effective termination by Merger Sub): (ai) if the Merger shall Appointment Time has not have been consummated by occurred on or before August 312, 20012011, or such later date, if any, as Parent and the Company mutually agree upon in writing (as such date may be extended, the “Outside Date”); provided, however, that (A) the right to terminate this Agreement pursuant to this clause (aSection 8.1(b)(i) shall is not be available to any party whose breach of any provision of this Agreement principally causes the failure of the Offer to perform be consummated by such time and (B) if on the Outside Date the HSR Condition has not been fulfilled, then the Outside Date will, without any action on the part of the parties, be extended to November 2, 2011, and such date will become the Outside Date for the purposes of this Agreement; (ii) if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or observe in any material respect any otherwise prohibiting the consummation of the Transactions, except that no party may terminate this Agreement pursuant to this Section 8.1(b)(ii) if such party’s breach of its obligations under this Agreement in principally contributed to the occurrence of such order; or (iii) if (A) at any manner shall have been the cause of, or resulted in, the failure then-scheduled expiration of the Merger to occur on or before such date; Offer, (bB) a meeting each Offer Condition (including adjournments and postponements) of other than the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(iMinimum Condition) shall have been held and such stockholder approvals satisfied or waived, (C) the Minimum Condition shall not have been obtained; satisfied, and (cD) a meeting (including adjournments and postponements) no further extensions or re-extensions of Parent's shareholders for the purpose of obtaining the approvals Offer are permitted or required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtained; or (d) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decree1.1.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time Time, whether before or after (except as otherwise provided below) receipt of the Parent Shareholder Approval and the Company Stockholder Approval, by action of the Board of Directors of Parent or the Company if: (a) the Merger shall not have been consummated by August 31February 3, 20012012; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Company's ’s stockholders for the purpose of obtaining the approvals approval required by Section 8.1(a)(i6.1(a)(ii) shall have been held and such stockholder approvals approval shall not have been obtained;; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to the Company where the failure to obtain the Company Stockholder Approval is proximately caused by (i) a withdrawal, modification or change in the Company Board of Directors’ recommendation that is not permitted by Section 5.3(d) or (ii) a breach by the Company of Section 5.2. (c) a meeting (including adjournments and postponements) of Parent's ’s shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii6.1(a)(i) shall have been held and such shareholder approvals approval shall not have been obtained; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to Parent where the failure to obtain the Parent Shareholder Approval is proximately caused by (i) a withdrawal, modification or change in the Parent Board of Directors’ recommendation that is not permitted by Section 5.3(c) or (ii) a breach by Parent of Section 5.16; or (d) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 5.4 and, with respect to other matters not covered by Section 7.55.4, shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Parent or the Company if: (a) the Merger shall not have been consummated by August 31, 2001; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals shall not have been obtained; (c) a meeting (including adjournments and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtained; oror A-43 00 (dx) a U.S. x X.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time by action of the Board board of Directors directors of Parent or the Company (upon payment of the Termination Amount (as defined below), if payable pursuant to Section 8.5(a)) or by action of the board of directors of Parent, if: (ai) the Merger shall not have been consummated by August March 31, 20012002; provided, however, provided that the right to terminate this Agreement pursuant to this clause (ai) shall not be available to any party whose failure to perform or observe in any material respect any 42 of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date;; provided further that such time period shall be tolled for any period during which any party shall be subject to a non-final order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Merger; or (bii) a meeting (including adjournments and postponements) of if the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals Company Requisite Vote shall not have been obtained; (c) a meeting obtained at the Shareholders' Meeting (including adjournments adjournment and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtainedpostponement thereof); or (diii) a U.S. federal, United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, however, provided that the party seeking to terminate this Agreement pursuant to this clause (diii) shall have complied with Section 7.5 and, 6.3 and with respect to other matters not covered by Section 7.5, 6.3 shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time Time, whether before or after the Company Stockholder Approval, by action of the Board of Directors of either Parent or the Company if:(with any termination by Parent also being an effective termination by Merger Sub and Merger LLC): (ai) if the Merger shall has not have been consummated by August 31on or before July 15, 20012013, or such later date, if any, as Parent and the Company agree upon in writing (as such date may be extended, the "Outside Date"); provided, however, that the right to terminate this Agreement pursuant to this clause (aSection 7.1(b)(i) shall is not be available to any party whose failure to perform or observe in any material respect any of its obligations obligation required to be performed by such party under this Agreement results in any manner shall have been the cause of, or resulted in, causes the failure of the Merger to occur be consummated by such time; provided further, however, that if on the Outside Date the conditions to the Closing set forth in Section 6.1(b) and Section 6.1(e) shall not have been fulfilled but all other conditions to the Closing shall be fulfilled or before shall be capable of being fulfilled, then the Outside Date shall, without any action on the part of the parties, be extended to August 31, 2013 and such datedate shall become the Outside Date for the purposes of this Agreement; (bii) a meeting if the Company Stockholders Meeting (including adjournments and postponementsany adjournment or postponement thereof in accordance with the terms of this Agreement) of has concluded, the Company's stockholders for have voted, and the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals shall Company Stockholder Approval was not have been obtained; (c) a meeting (including adjournments and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtained; or (diii) if a U.S. federal, state or non-U.S. court Governmental Entity of competent jurisdiction or federal, state or has issued a final and non-U.S. governmentalappealable judgment, regulatory or administrative agency or commission shall have issued an order, decree or ruling decree, or has taken any other action action, having the effect of permanently restraining, enjoining enjoining, or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decreeMerger.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to by action of the Effective Time Board of Directors of the Company or by action of the Board of Directors of Parent or (in either case upon payment of the Company Termination Amount (as defined below) if payable), if: (a) the Merger shall not have been consummated by August 31, 2001the date that is seven months after the date of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date;; or (b) a after the twentieth day following the date of the meeting (including adjournments and postponements) of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and Company Requisite Vote, if such stockholder approvals Company Requisite Vote shall not have been obtained;; or (c) a after the twentieth day following the date of the meeting (including adjournments and postponements) of Parent's shareholders stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and Parent Requisite Vote, if such shareholder approvals Parent Requisite Vote shall not have been obtained; or (d) a U.S. federal, United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decree.or

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Parent or of the Company if: (a) the Merger shall not have been consummated by August 31February 15, 2001; provided, however, that the right to terminate this Agreement pursuant to this clause (a) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date; (b) a meeting (including adjournments and postponements) the approval of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals shall not have been obtainedobtained at a meeting duly convened therefor or at any adjournment thereof; (c) a meeting (including adjournments and postponements) the approval of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtainedobtained at a meeting duly convened therefor or at any adjournment thereof; or (d) a U.S. federal, state or non-U.S. court of competent jurisdiction or federal, state or non-U.S. governmental, regulatory or administrative agency or commission commission, U.S. or foreign, shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon- appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (d) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time by action of the Board board of Directors directors of Parent or the Company (upon payment of the Termination Amount (as defined below), if payable pursuant to Section 8.5(a)) or by action of the board of directors of Parent, if: (ai) the Merger shall not have been consummated by August March 31, 20012002; provided, however, provided that the right to terminate this Agreement pursuant to this -------- clause (ai) shall not be available to any party whose failure to perform or observe in any material respect any of its obligations under this Agreement in any manner shall have been the cause of, or resulted in, the failure of the Merger to occur on or before such date;; provided further that such time period shall be tolled for any -------- ------- period during which any party shall be subject to a non-final order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Merger; or (bii) a meeting (including adjournments and postponements) of if the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals Company Requisite Vote shall not have been obtained; (c) a meeting obtained at the Shareholders' Meeting (including adjournments adjournment and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtainedpostponement thereof); or (diii) a U.S. federal, United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement Merger and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, however, provided that the party seeking to terminate this -------- Agreement pursuant to this clause (diii) shall have complied with Section 7.5 and, 6.3 and with respect to other matters not covered by Section 7.5, 6.3 shall have used its commercially reasonable best efforts to remove such injunction, order or decree.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to and the Effective Time Merger may be abandoned by action of the Board of Directors of either Parent or the Company if: (a) the The Merger shall not have been consummated by August 31November 30, 2001; provided2007 (the “Termination Date”), however, provided that the right to terminate this Agreement pursuant to this clause (a) terminating party shall not be available to any party whose failure to perform or observe have breached in any material respect any of its obligations under this Agreement in any manner that shall have been proximately contributed to the cause offailure to consummate the Merger by the Termination Date; provided further, however, that in the event the Closing has not occurred by November 30, 2007, solely as a result of SEC review of the Information Statement and Parent’s satisfaction of any SEC comments with respect thereto, then the Termination Date shall automatically be extended to the first to occur of (i) the day that is five (5) Business Days following the expiration of the 20-day period described in Rule 14c-2(b) promulgated under the Exchange Act, or resulted in(ii) January 31, the failure of the Merger to occur on or before such date;2008; or (b) a meeting (including adjournments and postponements) of the Company's stockholders for the purpose of obtaining the approvals required by Section 8.1(a)(i) shall have been held and such stockholder approvals shall not have been obtained; (c) a meeting (including adjournments and postponements) of Parent's shareholders for the purpose of obtaining the approvals required by Section 8.1(a)(ii) shall have been held and such shareholder approvals shall not have been obtained; or (d) a U.S. federal, A United States federal or state or non-U.S. court of competent jurisdiction or federal, United States federal or state or non-U.S. governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided, however, provided that the party seeking to terminate this Agreement pursuant to this clause subsection (db) shall have complied with Section 7.5 and, with respect to other matters not covered by Section 7.5, shall have used its all commercially reasonable best efforts to remove such injunctionorder, order decree or decreeruling.