Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent by written notice at any time prior to the Effective Time: (a) If: if, (i) a the Company Adverse Recommendation Change Board shall have occurred; or made a Recommendation Change, (ii) the Company Board approves, endorses or recommends any Takeover Proposal other than the Merger or has entered into any letter of intent or similar document or any contract accepting any Takeover Proposal, (iii) the Company shall have failed to include the Company Board Recommendation in the Proxy Statement to the extent required pursuant to Section 5.5, or (iv) the Company has intentionally and knowingly materially breaches or fails to perform breached any of its obligations set forth in under Section 5.035.3; or (b) if there shall have been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that shall have occurred which would cause the conditions to the Closing of the Mergers set forth in Section 6.02(a6.2(a) or Section 6.02(b)6.2(b) not to be satisfied, as applicable, would not be satisfied and, in either such case, and such breach is incapable of being cured by the End Outside Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second nor Merger Sub is then in material breach of any representation, warranty, covenant, this Agreement such that the conditions set forth in Section 6.3(a) or obligation hereunder, which breach has Section 6.3(b) would not been curedbe satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: Time (a) If: (i) a Company Adverse Recommendation Change if NMCI shall have occurred; breached or (ii) the Company intentionally and materially breaches or fails failed to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representationrepresentations, warrantywarranties, covenant, covenants or agreement on the part of the Company agreements set forth in this Agreement such that (or if any of the conditions representations or warranties of NMCI set forth in this Agreement shall fail to be true), which breach or failure (i) would (if it occurred or was continuing as of the Closing Date) give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a6.2(a) (with or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach without the passage of time) and (ii) is incapable of being cured cured, or is not cured, by NMCI prior to the End Outside Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(a) shall not be available to Parent if, at such time, the condition set forth in Section 6.3(a) cannot be satisfied (with or without the passage of time); or (b) prior to receipt of the NMCI Unitholders Approval, if Parent, Merger Sub, or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedan NMCI Adverse Recommendation Change shall have occurred.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parent: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) if the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representationrepresentations, warranty, covenant, warranties or agreement on the part of the Company covenants set forth in this Agreement Agreement, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a6.2(a) or Section 6.02(b), as applicable, 6.2(b) would not be satisfied andsatisfied, in either such case, and such breach or failure is incapable not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of being cured by written notice to the End DateCompany describing such breach or failure in reasonable detail; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(a) shall not be available to Parent if Parent, Merger Sub, either Parent or Second Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedSection 5.2(e)(ii).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by the Parent Board if: (a) prior to the time the Requisite Company Vote is obtained, the Special Committee shall have made a Change of Recommendation; or (b) at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement Agreement, or if any representation or warranty of the Company shall have become untrue, in either case, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach or failure to be true and correct is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) sixty days after the giving of notice thereof by the End Date; provided that Parent shall have given to the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(bor (ii) the Outside Date); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(b) shall not be available to Parent if Parentit has breached in any material respect its representations, Merger Subwarranties, covenants or Second Merger Sub is then agreements set forth in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthis Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach in any material respect of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach by the Company, as applicable, such condition would not be satisfied and, in either such case, such breach is incapable capable of being cured by satisfied prior to the End Termination Date; provided that provided, however, that, Parent shall not have given the Company at least 30 days written notice prior to such termination stating Parent’s intention right to terminate this Agreement pursuant to this Section 7.03(b)8.04(a) if either Parent or Merger Sub is then in material breach of any representations, warranties, agreements or covenants hereunder that would result in the conditions to Closing set forth in Section 7.01 or Section 7.03 not being satisfied; or (b) a Company Triggering Event shall have occurred; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(b) if Parent, Parent or Merger Sub’s failure to fulfill any of its obligations under this Agreement has been a cause or, or Second Merger Sub is then in material breach of any representationresulted in, warranty, covenant, or obligation hereunder, which breach has not been curedsuch Company Triggering Event.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at by providing written notice to the Company if: (a) At any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) 30 days after the giving of written notice thereof by the End Date; provided that Parent shall have given to the Company at least 30 days written notice or (ii) three (3) Business Days prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherthe Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(a) shall not be available to Parent if Parent, it has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger Sub, or Second Merger Sub is then (subject to the applicable notice and cure provisions set forth in material breach this Article IX); or (b) The Company Stockholder Approval shall not have been obtained by reason of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure to obtain the required vote.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by the Parent Board if: (a) prior to the time the Unitholder Approval is obtained, the Special Committee shall have made a Change of Recommendation; or (b) at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Partnership of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement Agreement, or if any representation or warranty of the Partnership shall have become untrue, in either case, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a9.2(a) or Section 6.02(b), as applicable, 9.2(b) would not be satisfied and, in either such case, (and such breach or failure to be true and correct is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice not curable prior to such termination stating Parent’s intention the Outside Date, or if curable prior to terminate this Agreement pursuant the Outside Date, has not been cured within the earlier of (i) sixty days after the giving of notice thereof by Parent to this Section 7.03(bthe Partnership or (ii) the Outside Date); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b10.3(b) shall not be available to Parent if Parentit has breached in any material respect its representations, Merger Subwarranties, covenants or Second Merger Sub is then agreements set forth in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthis Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing: (a) If: (i) a Company Adverse Recommendation Change shall have occurredoccurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement; or (ii) the Company intentionally and materially breaches or fails to perform shall have breached in any material respect any of its obligations covenants and agreements set forth in Section 5.035.3 and failed to cure such material breach within fifteen (15) days after written notice thereof is given by Parent to the Company; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a6.2(a) or Section 6.02(b6.2(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) thirty (30) days after written notice thereof is given by Parent shall have given to the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)or (ii) the End Date; provided provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.3(b) if ParentParent Group Member, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time:Time (notwithstanding any approval of this Agreement by the shareholders of the Company): (a) If: if, prior to the receipt of the Company Shareholder Approval at the Company Shareholder Meeting, (i) a Company Adverse Recommendation Change shall have occurred; or , (ii) the Company intentionally and shall have entered into, or publicly announced its intention to enter into, a Contract in respect of a Superior Proposal, other than an Acceptable Confidentiality Agreement, or (iii) the Company shall have materially breaches or fails to perform any of breached its obligations set forth in under Section 5.035.6; or (b) if there shall have been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and such breach is incapable of being cured by the End Date; provided that , or, if curable, is not cured within twenty Business Days of the date Parent shall have given gives the Company at least 30 days written notice prior to of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); breach or inaccuracy, provided further, that Parent shall not have the a right to terminate this Agreement pursuant to this Section 7.03(b) if Parent9.3(b), Merger Subif, or Second Merger Sub at the time of the delivery of such notice, Parent is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedof its obligations under this Agreement.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by Parent upon written notice to the Company, which notice shall specify the provision of Section 7.4 pursuant to which the Agreement is being terminated, if: (a) If: at any time prior to the time the Requisite Company Vote is obtained, (i) the board of directors of the Company shall have effected a Company Adverse Recommendation Change shall have occurredof Recommendation; or provided, that Parent may not exercise its right of termination pursuant to this clause (i) after the Requisite Company Vote is obtained, or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in shall have entered into a Company Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement as contemplated by Section 5.03; 5.2(a)), or (b) if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on made by the part Company in this Agreement, such that any of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth specified in Section 6.02(a6.2(a) or Section 6.02(b), as applicable, 6.2(b) would not be satisfied and, in either such case, and such breach or condition is incapable not curable or, if curable, is not cured within the earlier of being cured (x) thirty (30) days after written notice thereof is given by Parent to the End Company and (y) the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(b) if Parent, Merger Sub, or Second Merger Sub it is then in material breach of any representationrepresentations, warrantywarranties, covenant, covenants or obligation hereunder, which breach has not been curedother agreements contained in this Agreement that would result in a failure of a condition set forth in Section 6.3(a) or (b).

Termination by Parent. This Agreement may be terminated by Parent at any time prior shall have the right to the Effective Timeterminate this Agreement: (a) If: (i) in the event that the Company Board or a committee thereof has made a Company Adverse Recommendation Change shall have occurredChange; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representationprovided, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherhowever, that Parent shall not have the right to terminate this Agreement under this Section 8.01(d) after the Company Shareholder Approval is obtained at the Company Shareholders Meeting; or (ii) if the Company breaches or fails to perform any of its covenants or agreements contained herein, or if any of the representations or warranties of the Company contained herein fails to be true and correct, which breach or failure (1) would give rise to the failure of a condition set forth in Section 7.01, Section 7.03(a) or Section 7.03(b), as applicable, and (2) is not reasonably capable of being cured by the Company by the End Date (as it may be extended pursuant to this Agreement) or is not cured by the Company within thirty (30) days after receiving written notice from Parent of such breach or failure; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.03(b8.01(d)(ii) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationcovenant or agreement contained herein or any representation or warranty of Parent contained herein then fails to be true and correct such that the conditions set forth in Section 7.02(a) or Section 7.02(b), warrantyas applicable, covenant, or obligation hereunder, which breach has could not been curedthen be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, by action of the Board of Directors of Parent after consultation with its legal advisors, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach by the Company of any representation, warranty, covenant, warranty covenant or agreement on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and (ii) such breach is incapable of being not curable, or, if curable, is not cured by the End Date; provided that Parent shall have given the Company at least within 30 days after written notice prior of such breach is given by Parent to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)the Company; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) shall not be available to Parent if Parentit, Merger Subat such time, or Second Merger Sub is then in material breach of any representation, warranty, covenantcovenant or agreement set forth in this Agreement such that the conditions set forth in Section 7.2(a) shall not be satisfied; or (b) the Board of Directors of the Company shall have withdrawn, modified or changed, in a manner adverse to Parent, the Board's approval or recommendation of the Merger or recommended approval of a Company Acquisition Proposal, or obligation hereunder, which breach has not been curedresolved to do so.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) Ifif prior to the receipt of the Requisite Parent Vote at the Parent Stockholders Meeting, the Parent Board authorizes Parent, in full compliance with the terms of this Agreement, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, that Parent shall have paid any amounts due pursuant to Section 7.06(b)(ii) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, Parent substantially concurrently enters into such Acquisition Agreement; (b) if: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.03this Agreement; or (bc) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, 6.02 would not be satisfied and, in either such case, such breach is incapable of being cured by the End Datesatisfied; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.03(c) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective Time: Time by action of the Board of Directors of Parent if (a) If: (i) a the Board of Directors of the Company Adverse Recommendation Change shall have occurred; or (ii) made a Change in Recommendation prior to the adoption of this Agreement by the stockholders of the Company intentionally and materially breaches or fails referred to perform any of its obligations set forth in Section 5.03; or 7.1(a), or (b) if whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach or failure to be true is incapable of being not curable or, if curable, is not cured by the End Date; provided that Parent shall have given 30th day following notice to the Company at least 30 days written notice prior to of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)breach or failure; provided furtherprovided, that Parent shall not have the right to terminate this the Agreement pursuant to this Section 7.03(b8.4(b) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its representations, warrantywarranties, covenant, covenants or obligation hereunder, which breach has not been curedagreements under this Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeParent, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure of any representation, warranty, covenant, warranty or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach, as applicable, such condition would not be capable of being satisfied andprior to the Termination Date, in either such caseor if capable of being cured, shall not have been cured within third (30) days following receipt of written notice by the Company of such breach is incapable of being cured by the End Date; provided that or failure to perform from Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b8.04(a); provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warranty, covenant, warranties or obligation hereunder, which breach has not been curedcovenants hereunder that would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02; or (b) a Company Triggering Event shall have occurred.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeParent: (a) If: (i) in the event that a Company Adverse Recommendation Change shall have has occurred; or provided, however, that the right to terminate this Agreement under this Section 8.01(d) shall not be available if the Company Shareholder Approval has been obtained at the Company Shareholders Meeting; (ii) if the Company intentionally and materially breaches or fails to perform any of its obligations covenants or agreements contained in this Agreement, or if any of the representations or warranties of the Company contained herein fails to be true and correct, which breach or failure (i) would give rise to the failure of a condition set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.03(a) or Section 6.02(b7.03(b), as applicable, would and (ii) is not be satisfied and, in either such case, such breach is incapable reasonably capable of being cured by the Company by the End Date; provided that Parent shall have given Date or is not cured by the Company at least 30 within sixty (60) days after receiving written notice prior to of such termination stating breach or failure from Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.03(b8.01(d)(ii) shall only be available if Parent, Merger Sub, or Second Merger Sub Parent is not then in material breach of any representationcovenant or agreement contained in this Agreement and no representation or warranty of Parent contained herein then fails to be true and correct such that the conditions set forth in Section 7.02(a) or 7.02(b), warrantyas applicable, covenant, or obligation hereunder, which breach has could not been curedthen be satisfied.

Termination by Parent. This Agreement may be terminated and the transactions contemplated by Parent this Agreement may be abandoned at any time prior to the Effective TimeTime by Parent: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach of any representation, warranty, covenant, representation or agreement on the part of warranty or covenant made by the Company set forth in this Agreement Agreement, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied andsatisfied, in either such case, and such breach or failure is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within forty-five (45) days after the giving of being cured written notice thereof by Parent to the End DateCompany describing such breach or failure in reasonable detail, whether before or after the Requisite Company Vote has been obtained; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.4(a) shall not be available to Parent if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of this Agreement such that the condition in Section 8.3(a) or Section 8.3(b) would not be satisfied; or (b) at any representationtime prior to the time, warrantybut not after, covenantthe Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation or obligation hereunder, which breach has not been cured(ii) the Company shall have committed a Willful Breach of Section 7.2.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent Parent: (a) at any time prior to when the Company Requisite Vote is obtained, if the Board of Directors of the Company (i) shall have made and not withdrawn a Change of Recommendation, (ii) shall have failed (or the Company shall have failed) to include the Company Recommendation in the Proxy Statement or (iii) shall have breached (or the Company shall have breached) in any material respect its obligations under Section 6.2; or (b) at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) , if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(aSections 7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied andsatisfied, in either such case, and such breach or condition is incapable not curable or, if curable, is not cured prior to the earlier of being cured (i) the 30th day after written notice thereof is given by Parent to the End Company and (ii) the date that is three Business Days prior to the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall is not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of this Agreement so as to cause any representation, warranty, covenant, of the conditions set forth in Section 7.3(a) or obligation hereunder, which breach has 7.3(b) not been curedto be capable of being satisfied.

Termination by Parent. This Agreement may be terminated by Parent at (with any time prior to the Effective Time:termination by Parent also being an effective termination by Merger Sub): (a) If: (i) If a Company Adverse Recommendation Change shall have occurred; occurred or (ii) the Company intentionally and materially breaches or fails to perform any of shall have breached its obligations set forth in Section 5.036.4 in any material respect; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a7.2(a) or Section 6.02(b7.2(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b8.4(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 20 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b7.03(a); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.03(a) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior by giving written notice of termination to the Effective TimeCompany, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure in any material respect of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions shall have occurred, which breach or failure would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach or failure, as applicable, such condition would not be satisfied and, in either such case, such breach is incapable capable of being cured by satisfied prior to the End Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, or Second Merger Sub is then in a material breach of this Agreement by Parent or Merger Sub has been the primary cause of, primarily resulted in or materially contributed to the failure of any representation, warranty, covenantsuch condition’s capability to be satisfied; (b) the Company Board effected and has not withdrawn a Change in the Company Recommendation, or obligation hereunder, which failed to include the Company Recommendation in the Proxy Statement; or (c) a breach has in any material respect of any provision of Section 6.04 by the Company shall have occurred; provided that the right to terminate this Agreement pursuant to Section 8.04(b) or Section 8.04(c) shall not been curedbe available to Parent if Parent’s or Merger Sub’s breach of any provision of this Agreement would give rise to the failure of a condition set forth in Section 7.03(a) or Section 7.03(b).

Termination by Parent. This Agreement may be terminated by Parent and the Offer and the Merger may be abandoned at any time prior to the Effective TimeAcceptance Time by Parent if: (a) If: (i) the Company Board shall have made a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03Recommendation; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company this Agreement, such that any condition set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(aclause (c)(ii), clause (c)(iii) or Section 6.02(b), as applicable, clause (c)(iv) of Annex I would not be satisfied and, in either such case, and such breach or failure to be true is incapable not curable or, if curable, is not cured prior to the earlier of being cured by (i) thirty (30) days following written notice to the End Company from Parent of such breach or failure and (ii) the date that is three (3) Business Days prior to the Outside Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(b) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its representations, warrantywarranties, covenant, covenants or obligation hereunderagreements under this Agreement, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: if (i) a Company Adverse Recommendation Change shall have occurred; or , (ii) the Company intentionally and materially breaches Board approves, adopts or fails to perform any authorizes, or the Company enters into an Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) or (iii) there shall have been a willful material breach of its obligations set forth in Section 5.03; or6.04 or Section 6.05(a) or (b) by the Company. 38031572.13 (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a7.02(a) or Section 6.02(b7.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable not reasonably capable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b8.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: if, (i) a the Company Adverse Recommendation Change Board (or the Special Committee) shall have occurred; or made a Recommendation Change, (ii) the Company intentionally and materially breaches Board (or fails the Special Committee) approves, endorses or recommends any Takeover Proposal other than the Merger, (iii) the Company shall have failed to perform include the Company Board Recommendation in the Proxy Statement to the extent required pursuant to Section 5.5 or (iv) the Company or the Company Board (or the Special Committee) publicly announces its intention to do any of its obligations set forth the foregoing, in any case, whether or not permitted by Section 5.035.3; or (b) if there shall have been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that shall have occurred which would cause the conditions to the Closing of the Mergers set forth in Section 6.02(a6.2(a) or Section 6.02(b)6.2(b) not to be satisfied, as applicable, would not be satisfied and, in either such case, and such breach is incapable of being cured by the End Outside Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second nor Merger Sub is then in material breach of any representation, warranty, covenant, this Agreement such that the conditions set forth in Section 6.3(a) or obligation hereunder, which breach has Section 6.3(b) would not been curedbe satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing if: (a) If: (i) the Company shall have effected a Company Adverse Change of Recommendation Change shall have occurred; or in accordance with the terms of this Agreement; (ii) subject to concurrently paying the Termination Fee in accordance with Section 7.2(a), to concurrently enter into a Parent Acquisition Agreement that constitutes a Parent Superior Proposal; provided that the Parent Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the applicable Parent Acquisition Proposal constitutes a Parent Superior Proposal and that the failure to terminate this Agreement would be reasonably likely to be inconsistent with its fiduciary duties to the Parent Shareholders under applicable Law; (iii) the Company intentionally and materially breaches any of the provisions of Sections 6.1 or fails to perform 6.2; (iv) the Company breaches any of its obligations representations, warranties, covenants or agreements contained in this Agreement (other than as provided in clause (iii) above), which breach would cause any of the conditions set forth in Section 5.038.3 not to be satisfied and which breach is not cured within 30 days following written notice of such breach or by its nature or timing cannot be cured within that time; or (bv) if there a Material Adverse Effect on the Company shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedoccurred.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by Parent if: (a) If: (i) a Subject to Section 6.15, the representations and warranties of the Company Adverse Recommendation Change shall not be true and correct or the Company shall have occurred; breached or (ii) the Company intentionally and materially breaches or fails failed to perform any of its obligations covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (i) has given rise to or would give rise to the failure of a condition set forth in Section 5.03; or 7.1 or 7.2 and (bii) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would cannot be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent , or if capable of being cured, shall not have given been cured within thirty (30) days following receipt by the Company at least 30 days of written notice prior of such breach or failure to perform from Parent (or, if the End Date is less than thirty (30) days from the date of receipt of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(bnotice, by the End Date); provided furtherprovided, that neither Parent nor Merger Sub shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) if Parent, Merger Sub, or Second Merger Sub it is then in material breach of any representationrepresentations, warrantywarranties, covenantcovenants or other agreements hereunder that would result in the conditions to Closing set forth in Section 7.1 or 7.3 not being satisfied; or (i) The Company Board, whether or obligation hereundernot permitted to do so by this Agreement, which breach has not been curedshall have (i) effected a Change of Recommendation; or (ii) authorized the Company to enter into an Alternative Acquisition Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach (i) would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) ‎Section 7.01 or Section 6.02(b)‎Section 7.02 to be satisfied and as a result of such breach, as applicable, such condition would not be capable of being satisfied andprior to the Long Stop Date, in either such case, such breach and (ii) is incapable of being cured or, if capable of being cured, is not cured by the End Date; provided that Parent shall have given Company by the Company at least 30 earlier of the Long Stop Date and thirty (30) days following receipt of written notice prior to of such termination breach from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)‎Section 8.04(a) and the basis of such termination; provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b‎Section 8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warranty, covenant, warranties or obligation hereunder, which breach has not been curedcovenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section ‎7.01 or ‎Section 7.03; or (b) the Company Board or the Special Committee shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at by providing written notice to the Company if: (a) At any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) thirty (30) days after the giving of written notice thereof by the End Date; provided that Parent shall have given to the Company at least 30 days written notice or (ii) three (3) Business Days prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherthe Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(a) shall not be available to Parent if Parent, it has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger Sub, or Second Merger Sub is then (subject to the applicable notice and cure provisions set forth in material breach this Article IX); (b) The PCAOB Financials shall not have been delivered to Parent prior to the PCAOB Deadline; or (c) The Company Stockholder Approval shall not have been obtained by reason of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure to obtain the required vote.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, by action of the Board of Directors of Parent, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach by the Company of any representation, warranty, covenant, warranty covenant or agreement on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and (ii) such breach is incapable of being not curable, or, if curable, is not cured by the End Date; provided that Parent shall have given the Company at least within 30 days after written notice prior of such breach is given by Parent to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)the Company; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.4(a) shall not be available to Parent if Parentit, Merger Subat such time, or Second Merger Sub is then in material breach of any representation, warranty, covenantcovenant or agreement set forth in this Agreement such that the conditions set forth in Section 8.2(a) shall not be satisfied; or (b) the Board of Directors of the Company or the Special Committee shall have withdrawn or materially modified, in a manner adverse to Parent, its approval or recommendation of the Merger, or obligation hereunder, which breach has not been curedresolved to do so.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach, as applicable, such condition would not be capable of being satisfied and, in either such case, prior to the Termination Date and such breach is incapable not curable or, if curable, is not cured within sixty (60) days following receipt of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(bbreach from Parent or Merger Sub (or, if earlier, the Termination Date); provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warranty, covenant, warranties or obligation covenants hereunder, which breach has not been curedwould give rise to the failure of the conditions set forth in Section 7.03(a) or Section 7.03(b); or (b) a Company Triggering Event shall have occurred.

Termination by Parent. This Parent shall have the right to terminate this Agreement may be terminated by Parent at any time prior to the Effective Offer Acceptance Time: (a) If: (i) if the Company Board makes a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03Change; or (bii) if there shall have been a the Company breaches any of its respective covenants, agreements, representations or warranties in this Agreement, which breach of any representation, warranty, covenant, or agreement on (A) would reasonably be expected to prevent the part satisfaction of the Company conditions set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(aclause (e) or Section 6.02(b)clause (f) of Exhibit A, as applicable, would not be satisfied and, in and (B) either such case, (1) such breach is incapable not capable of being cured by the Company by the End Date or (2) if capable of being cured by the Company by the End Date; provided that , Parent shall have given has delivered to the Company at least 30 days written notice prior to of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)breach and such breach is not cured by the Company by the earlier of (x) the End Date and (y) the date that is thirty (30) days after delivery of such notice; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.03(b8.01(d)(ii) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its covenants, warrantyagreements, covenant, representations or obligation hereunder, which breach has not been curedwarranties in this Agreement such that the Company would be entitled to terminate this Agreement pursuant to Section 8.01(c)(ii).

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing: (a) Ifif: (i) a Company Adverse Recommendation Change shall have occurredoccurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Acquisition Agreement; or (ii) the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.036.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a7.02(a) or Section 6.02(b7.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b9.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has hereunder that would cause any condition set forth in Section 7.03(a) or Section 7.03(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Mergers may be abandoned at any time prior to the Initial Effective TimeTime by Parent by written notice to the Company if: (a) If: (i) the board of directors of the Company shall have made a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; orRecommendation; (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach or failure to be true is incapable not curable or, if curable, is not cured prior to the earlier of being cured by (i) thirty (30) days following notice to the End Company from Parent of such breach or failure and (ii) the date that is three (3) Business Days prior to the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its representations, warrantywarranties, covenant, covenants or obligation hereunder, which breach has agreements under this Agreement such that the conditions set forth Section 7.3(a) or 7.3(b) would not been curedbe satisfied if the Closing occurred at such time; or (c) in the event of a Support Agreement Failure or a Written Consent Failure.

Termination by Parent. This Agreement may be terminated by Parent at At any time prior to the Effective Time, this Agreement may be terminated by Parent, by action of its board of directors, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have There has been a breach by the Company of any representation, warranty, covenant, warranty covenant or agreement on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a6.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and (ii) such breach is incapable of being not curable, or, if curable, is not cured by the End Date; provided that Parent shall have given the Company at least within 30 days after written notice prior of such breach is given by Parent to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)the Company; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(a) shall not be available to Parent if Parentit, Merger Subat such time, or Second Merger Sub is then in material breach of any representation, warranty, covenantcovenant or agreement set forth in this Agreement such that the conditions set forth in Section 6.2(a) shall not be satisfied; or (b) The board of directors of the Company shall have withdrawn, modified, withheld or changed, in a manner adverse to Parent, its approval or recommendation of this Agreement or the Merger, or obligation hereunderrecommended a Superior Proposal, which breach has not been curedor resolved to do any of the foregoing.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time:Time (notwithstanding any approval of this Agreement by the stockholders of the Company): (a) If: if (i) a Company Adverse Recommendation Change shall have occurred; or , (ii) the Company intentionally and materially breaches shall have entered into, or publicly announced its intention to enter into, a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Company Board fails to perform reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal, or (iv) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of its obligations set forth actions specified in this Section 5.037.03(a); or (b) if there the Company shall have been a breach breached or failed to perform any of any representationits representations, warrantywarranties, covenant, covenants or agreement on the part of the Company set forth in this Agreement agreements (as limited by Section 5.15(g)) such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach or failure to perform is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 days days’ written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeParent, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure in any material respect of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions shall have occurred, which breach would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a7.02(a) or Section 6.02(b)7.02(b) and as a result of such breach, as applicable, such condition would not be capable of being satisfied andprior to the Termination Date, in either such caseor if capable of being cured, shall not have been cured (x) within thirty (30) Business Days following receipt of written notice by the Company of such breach is incapable of being cured by the End Date; provided that or failure to perform from Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)8.04(a) or (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warrantywarranties, covenant, covenants or obligation hereunder, which breach has agreements hereunder that would result in the conditions to Closing set forth in Section 7.03(a) or Section 7.03(b) not been curedbeing satisfied; or (b) a Company Triggering Event shall have occurred.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.03; 5.04 or Section 5.05(a), or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations covenants and agreements set forth in Section 5.035.04 or Section 5.04(a); or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeTime if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b7.2(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b8.3(a); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.3(a) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured; (b) the Member Approval and Joinders are not delivered by the Company to Parent within seventy-two (72) hours after the date hereof; or (c) if, at any time after the date hereof, Parent determines that the condition set forth in Section 7.2(f) will not be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior shall have the right to the Effective Timeterminate this Agreement: (a) If: (i) in the event that the Company Board or a committee thereof has made a Company Adverse Recommendation Change shall have occurredChange; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representationprovided, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherhowever, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.03(b8.01(d) after the Company Shareholder Approval is obtained at the Company Shareholders Meeting; or (ii) if Parent, Merger Subthe Company breaches or fails to perform any of its covenants or agreements contained herein, or Second Merger Sub if any of the representations or warranties of the Company contained herein fails to be true and correct, which breach or failure (1) would give rise to the failure of a condition set forth in Section 7.01, Section 7.03(a) or Section 7.03(b), as applicable, and (2) is not reasonably capable of being cured by the Company by the End Date (as it may be extended pursuant Section 8.01(b)(i)) or is not cured by the Company within thirty (30) days after receiving written notice from Parent of such breach or failure; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.01(d)(ii) if Parent is then in material breach of any representationcovenant or agreement contained herein or any representation or warranty of Parent contained herein then fails to be true and correct such that the conditions set forth in Section 7.02(a) or Section 7.02(b), warrantyas applicable, covenant, or obligation hereunder, which breach has could not been curedthen be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing: (a) If: (i) a If the Company Adverse Recommendation Change shall have occurred; breached or (ii) the Company intentionally and materially breaches or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.036.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a7.02(a) or Section 6.02(b7.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b9.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has hereunder that would cause any condition set forth in Section 7.03(a) or Section 7.03(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent Parent: (a) prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have made a Change of Recommendation or (ii) the Company shall have materially breached Section 7.2; or (b) if at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach or failure to perform by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement Agreement, or if any representation or warranty of Company shall have become untrue after the date of this Agreement, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach or failure is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) thirty (30) days after the giving of notice thereof by Parent to the End Company and (ii) the Outside Date); provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to may not terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, covenant or obligation hereunder, which breach has agreement contained in this Agreement such that any of the conditions set forth in Section 8.3(a) or 8.3(b) would not been curedbe satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective TimeClosing: (a) If: if the Parent Stock Issuance has been submitted to the shareholders of Parent for approval at a duly convened Parent Shareholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (i) a Company Adverse Recommendation Change unless such Parent Shareholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, that Parent shall have occurredpaid any amounts due pursuant to Section 8.06(b) hereof in accordance with the terms, and at the times, specified therein; or and provided further, that in the event of such termination, Parent substantially concurrently enters into such Acquisition Agreement; (iib) if the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.035.04 or Section 5.06; or (bc) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 days days’ written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b8.03(c); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent written notice at any time prior to the Effective TimeTime by Parent, by action of its board of directors: (a) If: if the Company Board shall have (i) made a Company Adverse Change of Recommendation Change or shall have occurredentered into an Alternative Acquisition Agreement; or (ii) failed to include the Company intentionally and materially breaches or fails to perform any of its obligations set forth Recommendation in Section 5.03the Proxy Statement; or (b) if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on the part of made by the Company set forth or any Company Subsidiary in this Agreement or the Termination Agreement or any such representation and warranty shall have become untrue after the date of this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach is incapable not curable, or, if curable, is not cured prior to the earlier of being cured (i) ten (10) Business Days after written notice (which shall specify the nature of such breach) thereof is given by Parent to the End Company; or (ii) ten (10) Business Days prior to the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that Parent shall is not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of this Agreement, the Equity Transfer Agreements or the Termination Agreement so as to cause any representationof the conditions set forth in Section 7.1, warranty, covenant, Section 7.3(a) or obligation hereunder, which breach has Section 7.3(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) Time if there shall have been a breach of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach (i) would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a7.01 (Conditions to the Obligations of Each Party) or Section 6.02(b)7.02 (Conditions to the Obligations of Parent and Merger Sub) and as a result of such breach, as applicable, such condition would not be capable of being satisfied and, in either such case, such breach prior to the Outside Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the End Date; provided that Parent shall have given the Company at least 30 within thirty (30) days following receipt of written notice prior to of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(bbreach from Parent or Merger Sub (or, if the Outside Date is less than thirty (30) days from the date of receipt of such notice, by the Outside Date); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warranty, covenant, warranties or obligation hereunder, which covenants of Parent or Merger Sub hereunder and such breach has not been curedwould give rise to the failure of a condition set forth in Section 7.03.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, by action of the Board of Directors of Parent after consultation with its legal advisors, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach by the Company of any representation, warranty, covenant, warranty covenant or agreement on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and (ii) such breach is incapable of being not curable, or, if curable, is not cured by the End Date; provided that Parent shall have given the Company at least within 30 days after written notice prior of such breach is given by Parent to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)the Company; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) shall not be available to Parent if Parentit, Merger Subat such time, or Second Merger Sub is then in material breach of any representation, warranty, covenantcovenant or agreement set forth in this Agreement such that the conditions set forth in Section 7.2(a) shall not be satisfied; or (b) the Board of Directors of the Company shall have withdrawn, modified or changed, in a manner adverse to Parent, the Board's approval or recommendation of the Merger or recommended approval of a Company Acquisition Proposal, or obligation hereunder, which breach has not been curedresolved to do so.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent written notice at any time prior to the Effective TimeTime by Parent to the Company: (a) If: if the Company Board shall have (i) made a Company Adverse Change of Recommendation Change or shall have occurred; entered into an Alternative Acquisition Agreement or (ii) failed to include the Company intentionally and materially breaches or fails to perform any of its obligations set forth Recommendation in Section 5.03the Proxy Statement; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, and such breach or condition is incapable not curable, or, if curable, is not cured prior to the earlier of being cured (i) thirty (30) calendar days after written notice thereof is given by Parent to the End Company or (ii) five (5) Business Days prior to the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall is not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of this Agreement so as to cause any representationof the conditions set forth in Section 8.1, warranty, covenant, Section 8.3(a) or obligation hereunder, which breach has Section 8.3(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: if prior to the receipt of the Requisite Parent Vote at the Parent Shareholders Meeting, the Parent Board authorizes Parent, in full compliance with the terms of this Agreement, including Section 5.05 hereof, to enter into a Parent Acquisition Agreement (iother than an Acceptable Confidentiality Agreement) in respect of a Company Adverse Recommendation Change shall have occurredSuperior Proposal; or (ii) provided, that in the Company intentionally and materially breaches or fails to perform any event of its obligations set forth in Section 5.03such termination, Parent substantially concurrently enters into such Parent Acquisition Agreement; or (b) if there shall have been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a6.03(a) or Section 6.02(b6.03(b), as applicable, would not be satisfied andsatisfied; provided, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b7.04(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.04(b) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) Ifif: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.035.04; or (b) if there shall have been a breach or failure of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided provided, that Parent shall have given the Company at least 30 thirty (30) days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); ) provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at by providing written notice to the Company if: (a) At any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) 30 days after the giving of written notice thereof by the End Date; provided that Parent shall have given to the Company at least 30 days written notice or (ii) three (3) Business Days prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherthe Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(a) shall not be available to Parent if Parent, it has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger Sub, or Second Merger Sub is then (subject to the applicable notice and cure provisions set forth in material breach this ARTICLE IX); or (b) The Company Stockholder Approval shall not have been obtained by reason of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure to obtain the required vote prior to the Written Consent Deadline set forth in Section 7.3.

Termination by Parent. This Agreement may be terminated by Parent at At any time prior to the Effective Time, this Agreement may be terminated by Parent, by action of its board of directors, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have There has been a breach by the Company of any representation, warranty, covenant, warranty covenant or agreement on the part of the Company set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions to the Closing of the Mergers set forth in Section 6.02(a6.3(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, and (ii) such breach is incapable of being not curable, or, if curable, is not cured by the End Date; provided that Parent shall have given the Company at least within 30 days after written notice prior of such breach is given by Parent to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)the Company; provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b7.4(a) shall not be available to Parent if Parentit, Merger Subat such time, or Second Merger Sub is then in material breach of any representation, warranty, covenantcovenant or agreement set forth in this Agreement such that the conditions set forth in Section 6.2(a) shall not be satisfied; or (b) The board of directors of the Company shall have withdrawn, modified, withheld or changed, in a manner adverse to Parent, its approval or recommendation of this Agreement or the Merger, or obligation hereunderrecommended a Superior Proposal, which breach has not been curedor resolved to do any of the foregoing.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by Parent: (a) If: (i) a if the board of directors of the Company Adverse Recommendation Change or any duly authorized committee thereof shall have occurred; or (ii) the Company intentionally made and materially breaches or fails to perform any not withdrawn a Change of its obligations set forth in Section 5.03; Recommendation, or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation or warranty shall have become untrue or incorrect after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers condition set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach or failure to be true and correct is incapable not curable prior to the Termination Date or, if curable prior to the Termination Date, has not been cured within the earlier of being cured (x) thirty (30) days after written notice thereof has been given by Parent to the End Company and (y) the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) shall not be available to Parent if Parent, Merger Sub, Parent or Second Merger Sub is then has breached in any material breach respect its obligations set forth in this Agreement in any manner that shall have materially contributed to or resulted in the occurrence of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure of a condition to the consummation of the Merger.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches shall have breached or fails failed to perform in any material respect any of its obligations covenants and agreements set forth in Section 5.035.04 or Section 5.05(a); or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days 20 days’ written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective Time: Time by action of Parent Board of Directors if (a) If: (i) the Company Board of Directors shall, subject to the terms of this Agreement, have made a Company Adverse Recommendation Change shall have occurred; of Recommendation, or (iib) the Company intentionally and materially breaches there has been a breach or fails failure to perform any of its obligations the representations, warranties, covenants or other agreements made by the Company in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 5.03Article V to be satisfied or failure of the Merger to be consummated; or provided, that, with regard to subclause (b) if there shall have been a breach of any representationabove, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a(i) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company written notice, delivered at least 30 sixty (60) days written notice prior to such termination termination, stating Parent’s intention to terminate this Agreement pursuant to subclause (b) of this Section 7.03(b); provided further, that Parent shall 6.4 and the basis for such termination and (ii) such breach or failure to perform is not have the right to terminate this Agreement pursuant to this Section 7.03(bcurable or (iii) if Parentcurable, Merger Sub, such breach or Second Merger Sub failure to perform is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedcured within sixty (60) days after written notice thereof is given by Parent to the Company.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by Parent: (a) If: (i) any time prior to receipt of the Requisite Company Vote, if a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that , or, if capable of being cured by the End Date, shall not have been cured prior to the earlier of (i) thirty (30) days after written notice thereof is given by Parent shall have given to the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)or (ii) the End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has hereunder that would cause any condition set forth in Section 6.03(a) or Section 6.03(b) not been curedto be satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would Parent is not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenantcovenant or agreement made by Loop pursuant to this Agreement, including the covenant set forth in Section 6.11, and such breach, inaccuracy or obligation hereunder, which breach failure has not been curedcured by Loop within thirty (30) days of Loop's receipt of written notice of such breach from Parent; (b) any of the conditions set forth in Section 7.1 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled before the End Date, unless such failure shall be due to the failure of Parent to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or (c) any of the conditions set forth in Section 7.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled before the End Date, unless such failure shall be due to the failure of Parent to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.

Termination by Parent. This Agreement may be terminated by Parent and the Offer and the Merger may be abandoned at any time prior to the Effective Time: Acceptance Time by Parent if (a) If: (i) a the Company Adverse Recommendation Change Board shall have occurredmade a Change of Recommendation; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach of any representation, warranty, covenant, covenant or agreement on the part of made by the Company set forth in this Agreement (except for the covenants or agreements made in Section 6.2), or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(aparagraphs (iii) or Section 6.02(b), as applicable, and (iv) of Exhibit A would not be satisfied and, in either such case, and such breach cannot be or is incapable not cured prior to the earlier of being cured (x) twenty (20) days after the giving of written notice thereof by Parent to the End Date; provided Company or (y) the Outside Date (provided, however, that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention not be entitled to terminate this Agreement pursuant to clause (b) of this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) 8.4 if Parent, Merger Sub, or Second Merger Sub it is then in material breach of this Agreement) or (c) the Company or the Company Board shall have breached or failed to perform its obligations under Section 6.2 hereof, taken together, in any representation, warranty, covenant, or obligation hereunder, which breach has not been curedmaterial respect.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure in any material respect of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach or failure would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach or failure, as applicable, such condition would not be capable of being satisfied andprior to the Termination Date, in either such caseor if capable of being cured, shall not have been cured (x) within fifteen (15) Business Days following receipt of written notice by the Company of such breach is incapable of being cured by the End Date; provided that or failure to perform from Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)8.04(a) or (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warrantywarranties, covenant, agreements or obligation hereunder, which breach has covenants hereunder that would result in the conditions to Closing set forth in Section 7.01 or Section 7.03 not been curedbeing satisfied; or (b) a Company Triggering Event shall have occurred.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to and the Effective TimeMerger may be abandoned if: (a) If: (i) a the board of directors of the Company Adverse Recommendation Change shall have occurred; made a Change of Recommendation or (ii) the Company intentionally and shall have materially breaches or fails to perform breached any of its obligations set forth in under Section 5.036.3(a); (b) at any time following receipt or public announcement of an Acquisition Proposal, the Company’s board of directors shall have failed to reaffirm the Company Recommendation within five Business Days after receipt of any reasonable written request to do so from Parent; or (bc) if prior to the Closing Date, there shall have been a breach of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth contained in this Agreement or any such representation and warranty shall have become untrue after the date of this Agreement, in each case, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) 7.1 or Section 6.02(b), as applicable, 7.2(d) would not be satisfied and, in either such case, and such breach or condition is incapable not curable or, if curable, is not cured within the earlier of being cured (x) 30 days after written notice thereof is given by the End Company to Parent and (y) the third Business Day prior to the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(c) if Parent, Merger Sub, Sub or Second Merger Sub HoldCo is then in material breach of any representation, warranty, covenant, of its covenants or obligation hereunder, which breach has not been curedagreements contained in this Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time shall have the right to terminate this Agreement: (i) prior to the Effective Time: (a) If: (i) a , in the event that the Company Board has made an Adverse Recommendation Change shall have occurred; or Change; or (ii) prior to the Effective Time, if the Company intentionally and materially breaches or fails to perform any of its obligations covenants or agreements contained herein, or if any of the representations or warranties of the Company contained herein is or shall become inaccurate, which breach, failure to perform or inaccuracy (1) would, if continuing on the Closing Date, result in the failure of a condition set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.03(a) or Section 6.02(b), as applicable, would 7.03(b) and (2) is not be satisfied and, in either such case, such breach is incapable reasonably capable of being cured by the Company by the End Date; provided that Parent shall have given Date (as it may be extended pursuant Section 8.01(b)(i)) or, if capable of being cured, is not cured by the Company at least 30 within thirty (30) days after receiving written notice prior from Parent of such breach, failure to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherperform or inaccuracy; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.03(b8.01(d)(ii) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representation, warranty, covenantcovenant or agreement contained herein, or obligation hereunderany representation or warranty of Parent contained herein then is or shall have become inaccurate, which breach has such that the conditions set forth in Section 7.02 could not been curedthen be satisfied.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective Time: (a) If: Closing Date by action of the authorized executives of Parent if, at any time prior to the Closing Date, (i) a Company Adverse Recommendation Change any of the Company’s or Stockholder’s representations or warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have occurred; become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) with the effect that the condition set forth in Section 7.2(a)(iii) would not be satisfied, or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations the Company’s or Stockholder’s covenants contained in this Agreement shall not have been performed such that the condition set forth in Section 5.03; or (b7.2(a)(i) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied andsatisfied; which breach or non-performance, in the case of clauses (i) and (ii) above, either such case, such breach is incapable not reasonably capable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days or, if it is reasonably capable of being cured, has not been cured within fifteen (15) Business Days after Parent’s giving written notice prior to such termination stating Parent’s intention to thereof, provided Parent may not terminate this Agreement pursuant to under this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) 9.2 if Parent, Merger Sub, or Second Merger Sub it is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe Agreement.

Termination by Parent. This Agreement may be terminated and the transactions contemplated by Parent at any time prior to the Effective Timethis Agreement may be abandoned by Parent: (a) If: (i) a if, prior to the Offer Closing, the Company Adverse Recommendation Change shall have occurred; breached or (ii) the Company intentionally and materially breaches or fails failed to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representationrepresentations, warrantywarranties, covenantcovenants, or agreement on the part of the Company other agreements set forth in this Agreement such that the conditions Agreement, which breach or failure to perform would give rise to the Closing failure of the Mergers a conditions set forth in Section 6.02(aParagraphs (d) or Section 6.02(b), as applicable, would not be satisfied and, and (e) of Exhibit A (and in either such case, each case such breach or failure to perform is incapable of being cured by the End Outside Date, or if curable, has not been cured within 20 Business Days after its receipt of written notice thereof from Parent); provided provided, that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b10.4(a); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b10.4(a) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured; or (b) following a Change of Recommendation.

Termination by Parent. This Agreement may be terminated by written notice from Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by Parent if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(aSections 7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach or failure to be true is incapable not curable prior to the Termination Date or, if curable prior to the Termination Date, is not cured prior to the earlier of being cured by the End Date; provided that Parent shall have given (i) thirty (30) days following written notice to the Company at least 30 days written notice prior to from Parent describing such termination breach or failure in reasonable detail and stating Parent’s intention to terminate this Agreement pursuant and abandon the Merger and any other transactions contemplated by this Agreement and (ii) three (3) Business Days prior to this Section 7.03(b)the Termination Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(a) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its representations, warrantywarranties, covenant, covenants or obligation hereunderagreements under this Agreement, which breach has not would give rise to a failure of any of the conditions set forth in Sections 7.3(a) or 7.3(b) to be satisfied; (b) there shall have been cureda Change in Recommendation; or (c) the Company shall have entered into, or publicly announced its intention to enter into, an Alternative Acquisition Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, whether before or after the Stockholder Approval, by written notice of Parent: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) if the Company intentionally and materially breaches (A) has breached or fails failed to perform any of its obligations covenants or other agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 5.03; or 6.2(b) would not be satisfied or (bB) if there shall have been exists a breach of any representation, warranty, covenant, representation or agreement on the part warranty of the Company set forth contained in this Agreement such that the conditions to the Closing of the Mergers closing condition set forth in Section 6.02(a6.2(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such casethe case of both (A) and (B), such breach or failure to perform (1) is not cured within 30 days after receipt of written notice thereof specifically referencing this Section 7.1(c)(i) or (2) is incapable of being cured by the End Company by the Outside Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.03(b7.1(c)(i) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of any representationof its covenants or agreements contained within this Agreement; or (ii) if the Board of Directors of the Company or any committee thereof has made an Adverse Recommendation Change, warranty, covenant, whether or obligation hereunder, which breach has not been curedpermitted by this Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time: (a) If: (i) if a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, Parent or Second Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at by providing written notice to the Company if: (a) At any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if , there shall have has been a breach by the Company of any representation, warranty, covenant, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Mergers set forth in Section 6.02(a8.2(a) or Section 6.02(b), as applicable, 8.2(b) would not be satisfied and, in either such case, (and such breach is incapable not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of being cured (i) 30 days after the giving of written notice thereof by the End Date; provided that Parent shall have given to the Company at least 30 days written notice or (ii) three (3) Business Days prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(bthe Outside Date); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b9.3(a) shall not be available to Parent if Parent, it has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger Sub, or Second Merger Sub is then (subject to the applicable notice and cure provisions set forth in material breach this ARTICLE IX); or (b) The Company Stockholder Approval shall not have been obtained by reason of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure to obtain the required vote prior to the Written Consent Deadline set forth in Section 7.3.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective Time: Time by written notice of Parent if: (a)the Company Board shall have effected a Change of Recommendation, (b) the Stockholders’ Written Consent representing the Company Requisite Vote has not been executed and delivered to Parent and the Company within 24 hours after execution of this Agreement, (c) the Company enters into an Alternative Acquisition Agreement, (d) the Company or the Company Board shall have resolved or otherwise publicly announced its intention to take any of the foregoing actions in clauses (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (iic), or (e) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach cannot be or is incapable not cured prior to the earlier of being cured (i) thirty (30) calendar days after written notice thereof is given by Parent to the End Company or (ii) the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall is not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is then in material breach of this Agreement so as to cause any representation, warranty, covenant, of the conditions set forth in Section 7.1 or obligation hereunder, which breach has 7.3 not been curedto be capable of being satisfied.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure in any material respect of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach or failure would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a7.01, Section 7.02(a) or Section 6.02(b)7.02(b) and as a result of such breach or failure, as applicable, such condition would not be capable of being satisfied andprior to the Termination Date, in either such caseor if capable of being cured, shall not have been cured (x) within thirty (30) Business Days following receipt of written notice by the Company of such breach is incapable of being cured by the End Date; provided that or failure to perform from Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b)8.04(a) or (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warrantywarranties, covenantagreements or covenants hereunder that would result in the conditions to Closing set forth in Section 7.01, Section 7.03(a) or obligation hereunder, which breach has Section 7.03(b) not been curedbeing satisfied; or (b) a Company Triggering Event shall have occurred.

Termination by Parent. This Agreement may be terminated by Parent and the Mergers may be abandoned at any time prior to the Company Merger Effective TimeTime by Parent by written notice to the Company if: (a) If: (i) a the Company Adverse Recommendation Change Board shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any made a Change of its obligations set forth in Section 5.03; orRecommendation; (b) if there shall have has been a breach breach, violation or failure to perform of any representation, warranty, covenantcovenant or agreement made by the Company or the Partnership in this Agreement, or agreement on any such representation and warranty shall have become untrue or incorrect after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers condition set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied and, in either such case, and such breach or failure to be true and correct is incapable not curable or, if curable, is not cured within the earlier of being cured (x) sixty (60) days after written notice thereof is given by the End Company to Parent and (y) the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) shall not be available to Parent if Parent, Merger Sub, it has breached in any material respect its obligations set forth in this Agreement in any manner that shall have materially contributed to or Second Merger Sub is then resulted in material breach the occurrence of any representation, warranty, covenant, or obligation hereunder, which breach has not been curedthe failure of a condition to the consummation of the Mergers.

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective TimeTime by action of the board of directors of Parent: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on any such representation and warranty shall have become untrue after the part date of the Company set forth in this Agreement Agreement, such that the conditions to the Closing of the Mergers set forth in (i) Section 6.02(a5.2(a) or Section 6.02(b), as applicable, 5.2(b) would not be satisfied and, in either such case, and (ii) such breach or failure to be true is incapable not curable by the Outside Date or, if capable of being cured by the End Outside Date; , shall not have been cured prior to the earlier of (x) thirty (30) days after written notice thereof is given by Parent to the Company or (y) the Outside Date (provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b) if Parent, Merger Sub, or Second Merger Sub is not then in material breach of any representation, warranty, covenant, covenant or obligation hereunder, which breach has agreement such that Section 5.3(a) or 5.3(b) would not been curedbe satisfied); or (b) at any time prior to the time the Company Requisite Vote is obtained a Change of Recommendation shall have occurred.

Termination by Parent. This Subject to Section 6.16, this Agreement may be terminated by Parent at any time prior to the Effective TimeDate, if: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) if there shall have been a breach or failure in any material respect of any representation, warranty, covenant, agreement or agreement on the part covenant of the Company set forth in this Agreement such that the conditions shall have occurred, which breach or failure would give rise to the Closing failure of the Mergers a condition set forth in Section 6.02(a) 7.01 or Section 6.02(b)7.02 and as a result of such breach or failure, as applicable, such condition would not be satisfied and, in either such case, such breach is incapable capable of being cured by satisfied prior to the End Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, that however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.04(a) if Parent, Merger Sub, either Parent or Second Merger Sub is then in material breach of any representationrepresentations, warrantywarranties, covenantagreements or covenants hereunder; or (b) a Company Triggering Event shall have occurred; provided, however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(b) if Parent or Merger Sub’s failure to fulfill any of its obligations under this Agreement has been a cause of, or obligation hereunderresulted in, which breach has not been curedsuch Company Triggering Event.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent Parent: (a) at any time prior to when the Company Stockholder Approvals are obtained, if the Board of Directors of the Company or any committee thereof (including the Special Committee) shall have made a Company Adverse Recommendation Change; or (b) at any time prior to the Effective Time: (a) If: (i) a Company Adverse Recommendation Change shall have occurred; or (ii) the Company intentionally and materially breaches or fails to perform any of its obligations set forth in Section 5.03; or (b) , if there shall have has been a breach of any representation, warranty, covenantcovenant or agreement made by the Company in this Agreement, or agreement on the part of the Company set forth in this Agreement any such representation and warranty shall be untrue, such that the conditions to the Closing of the Mergers set forth in Section 6.02(a7.2(a) or Section 6.02(b), as applicable, 7.2(b) would not be satisfied andsatisfied, in either such case, and such breach or condition is incapable not curable or, if curable, is not cured prior to the earlier of being cured (i) the 30th day after written notice thereof is given by Parent to the End Company or (ii) the Termination Date; provided that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided furtherprovided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.03(b8.4(b) if Parent, Merger Sub, or Second Merger Sub Parent is then in material breach of this Agreement so as to cause any representationof the conditions set forth in Sections 7.1, warranty, covenant, 7.3(a) or obligation hereunder, which breach has 7.3(b) not been curedto be capable of being satisfied.