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

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date by action of the Board of Directors of either the Parent or the Company if: a) The Transactions shall not have been completed by the Drop Dead Date, whether such date is before or after the date of approval by the Company Shareholders (the “Termination Date”); b) The approval of the Company Shareholders and the Company Optionholders required by Section 7.01(b) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or; c) Any Governmental Authority of competent jurisdiction shall have issued a non-appealable final Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, provided, however, that the right to terminate this Agreement pursuant to paragraph (a) or (b) above shall not be available to any party that has breached or failed to fulfill any of its obligations under this Agreement in any manner that shall have caused the occurrence of the failure of the Transactions to occur before the Termination Date or the failure to obtain the approval of the Company Shareholders.

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date Time, whether before or after the Company Stockholder Approval, by action of the Board of Directors of either the Parent or the Company if:(with any termination by Parent also being an effective termination by Merger Sub): a(i) The Transactions shall if the Merger has not have been completed consummated by July 1, 2010, or such later date, if any, as Parent and the Drop Dead Date, whether Company agree upon in writing (as such date is before or after the date of approval by the Company Shareholders (may be extended, the “Termination Outside Date”); b) The approval of the Company Shareholders and the Company Optionholders required by Section 7.01(b) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or; c) Any Governmental Authority of competent jurisdiction shall have issued a non-appealable final Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, ; provided, however, that the right to terminate this Agreement pursuant to paragraph (athis Section 7.1(b)(i) or (b) above shall is not be available to any party that has breached or failed to fulfill whose breach of any provision of its obligations under this Agreement in any manner that shall have caused has been the occurrence of cause of, or resulted in, the failure of the Transactions Merger to occur before be consummated by such time ; provided further, however, that if on the Termination Outside Date the conditions to the Closing set forth in Sections 6.1(b) or 6.1(e) shall not be fulfilled but all other conditions to the failure Closing shall be fulfilled or shall be capable of being fulfilled, then the Outside Date shall be extended to obtain September 1, 2010 and such date shall become the approval Outside Date for the purposes of this Agreement; or (ii) if the Company ShareholdersStockholders Meeting (including any adjournment or postponement thereof) has concluded, the Company’s stockholders have voted, and the Company Stockholder Approval was not obtained.

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date by action of the Board of Directors of By either the Parent or the Company ifCompany: a(i) The Transactions if the Effective Time shall not have been completed by occurred on or before August 31, 2008; provided, however, that the Drop Dead Date, whether such date is before or after the date of approval by the Company Shareholders (the “Termination Date”); b) The approval of the Company Shareholders and the Company Optionholders required by right to terminate this Agreement under this Section 7.01(b8.01(b)(i) shall not have be available to the party whose failure to fulfill any obligation under this Agreement has been obtained at a meeting duly convened therefor the cause of, or at any adjournment resulted in, the failure of the Effective Time to occur on or postponement thereof, orbefore such date; c(ii) Any if any Governmental Authority of competent jurisdiction Entity shall have issued a enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other action (including the failure to have taken an action) that, in either such case, has become final and non-appealable final Order permanently restraining, enjoining or otherwise prohibiting and has the effect of making consummation of the Transactions, Merger illegal or otherwise preventing or prohibiting consummation of the Merger; provided, however, that the right to terminate this Agreement pursuant to paragraph (athis Section 8.01(b)(ii) or (b) above shall not be available to any the party that has breached or failed whose failure to fulfill any of its obligations obligation under this Agreement in any manner that shall have caused has been the occurrence cause of, or resulted in, the imposition of such injunction, order, decree, ruling or other action or the failure of such injunction, order, decree, ruling or other action to be resisted, resolved or lifted, as applicable; or (iii) if this Agreement shall fail to receive the Transactions to occur before the Termination Date or the failure to obtain the approval of Stockholder Approval at the Company ShareholdersStockholders’ Meeting (as such may be postponed or adjourned).

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date by action of the Board of Directors of either the Parent or the Company if: (a) The Transactions shall not have been completed by the Drop Dead Date, whether such date is before or after the date of approval by the Company Shareholders Securityholders (the “"Termination Date”"); (b) The approval of the Company Shareholders and the Company Optionholders Securityholders required by Section 7.01(b) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or; (c) Any Governmental Authority of competent jurisdiction shall have issued a non-appealable final Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, provided, however, that the right to terminate this Agreement pursuant to paragraph (a) or (b) above shall not be available to any party that has breached or failed to fulfill any of its obligations under this Agreement in any manner that shall have caused the occurrence of the failure of the Transactions to occur before the Termination Date or the failure to obtain the approval of the Company ShareholdersSecurityholders.

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date by action of the Board of Directors of either the Parent or the Company if: (a) The Transactions shall not have been completed by the Drop Dead Date, whether such date is before or after the date of approval by the Company Shareholders Securityholders (the “Termination Date”); (b) The approval of the Company Shareholders and the Company Optionholders Securityholders required by Section 7.01(b) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, ; or; (c) Any Governmental Authority of competent jurisdiction shall have issued a non-appealable final Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, provided, however, that the right to terminate this Agreement pursuant to paragraph (a) or (b) above shall not be available to any party that has breached or failed to fulfill any of its obligations under this Agreement in any manner that shall have caused the occurrence of the failure of the Transactions to occur before the Termination Date or the failure to obtain the approval of the Company ShareholdersSecurityholders.

Termination by Parent or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Date by action of the Board of Directors of either the Parent or the Company if: (a) The Transactions shall not have been completed by the Drop Dead Date, whether such date is before or after the date of approval by the Company Shareholders stockholder approvals referred to in Section 7.01(c) (the “Termination Date”); (b) The approval of the Company Shareholders and the Company Optionholders required by Section 7.01(b7.01(c) shall not have been obtained at a meeting the Company Meeting duly convened therefor or at any adjournment or postponement thereof, or; (c) The approval of the Parent Stockholders referred to in Section 7.01(c) shall not have been obtained at the Parent Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof; or (d) Any Governmental Authority of competent jurisdiction shall have issued a non-appealable final Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, ; provided, however, that the right to terminate this Agreement pursuant to paragraph (a), (b) or (bc) above shall not be available to any party that has breached or failed to fulfill any of its obligations under this Agreement in any manner that shall have caused the occurrence of the failure of the Transactions to occur before the Termination Date or the failure to obtain the approval of the Company ShareholdersShareholders or the Parent Stockholders.