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, whether before or after the Stockholder Approval, by written notice of either Parent or the Company: (i) if the Merger has not been consummated by April 18, 2006, 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 Section 7.1(b)(i) is not available to any party whose breach of any provision of this Agreement results in or causes the failure of the Merger to be consummated by such time; (ii) if the Stockholders Meeting (including any adjournment or postponement thereof) has concluded, the Company's stockholders have voted and the Stockholder Approval was not obtained; or (iii) if any Governmental Entity of competent jurisdiction issues an order or injunction that permanently prohibits the Merger and such order or injunction has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(iii) is not available to any party whose breach of any provision of this Agreement results in or causes such order or injunction or who has not used its best efforts to prevent the entry of such order or injunction or to appeal or lift such order or injunction.

Termination by Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time, whether before or after Time (notwithstanding any approval of this Agreement by the Stockholder Approval, by written notice stockholders of either Parent or the Company:): (ia) if the Merger has not been consummated by April 18, 2006, on or such later date, if any, as Parent and before six (6) months from the Company agree upon in writing date of this Agreement (as such date may be extended, the "Outside “End Date"”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i7.2(a) is shall not be available to any party whose breach of any provision of representation, warranty, covenant or agreement set forth in this Agreement results in has been the cause of, or causes resulted in, the failure of the Merger to be consummated by such time; (ii) if on or before the Stockholders Meeting (including any adjournment or postponement thereof) has concluded, the Company's stockholders have voted and the Stockholder Approval was not obtainedEnd Date; or (iiib) if any Governmental Entity of competent jurisdiction issues an order shall have enacted, issued, promulgated, enforced or injunction that entered any Law or Order making illegal, permanently prohibits enjoining or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such order Law or injunction has Order shall have become final and non-appealablenonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(iii7.2(b) is shall not be available to any party whose breach of any provision of representation, warranty, covenant or agreement set forth in this Agreement results in has been the cause of, or causes such order resulted in, the issuance, promulgation, enforcement or injunction or who has not used its best efforts to prevent the entry of any such order Law or injunction or to appeal or lift such order or injunctionOrder.

Termination by Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the Stockholder Company Shareholder Approval, by written notice of either Parent or the Company:Company (with any termination by Parent also being an effective termination by Merger Sub): (i) if the Merger has not been consummated by April 18March 31, 20062011, 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 Section 7.1(b)(i) is not available to any party whose breach in any material respect of any provision of this Agreement results in has been the cause of, or causes resulted in, the failure of the Merger to be consummated by such time; (ii) if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any order, injunction, decree, ruling or other Law having the Stockholders effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, which order, injunction, decree, ruling or other Law shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall have used its commercially reasonable efforts (subject to Section 5.3(c)) to have such injunction lifted; or (iii) if the Company Meeting (including any adjournment or postponement thereof) has concluded, the Company's stockholders ’s shareholders have voted voted, and the Stockholder Company Shareholder Approval was not obtained; or (iii) if any Governmental Entity of competent jurisdiction issues an order or injunction that permanently prohibits the Merger and such order or injunction has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(iii) is not available to any party whose breach of any provision of this Agreement results in or causes such order or injunction or who has not used its best efforts to prevent the entry of such order or injunction or to appeal or lift such order or injunction.

Termination by Parent or the Company. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Stockholder Shareholder Approval, by written notice of either Parent or the Company: (i) if the Merger has not been consummated by April 18September 30, 2006, 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 Section 7.1(b)(i) is not available to any party whose breach of any provision of this Agreement results in or causes the failure of the Merger to be consummated by such time; (ii) if the Stockholders Shareholders' Meeting (including any adjournment or postponement thereof) has concluded, the Company's stockholders Shareholders have voted and the Stockholder Shareholder Approval was not obtained; or (iii) if any Governmental Entity of competent jurisdiction issues an order or injunction that permanently prohibits the Merger and such order or injunction has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(iii) is not available to any party whose breach of any provision of this Agreement results in or causes such order or injunction or who has not used its best commercially reasonable efforts to prevent the entry of such order or injunction or to appeal or lift such order or injunction.