Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: Parent if (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof, ) shall have withdrawn (x) publicly approved or modified in a manner adverse recommended, or shall have proposed to Parent approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its approval or recommendation of the Merger or this Subsidiaries to enter into an Alternative Acquisition Agreement, (iid) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in favor such tender or exchange offer or, within ten (10) business days after the commencement of adoption such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (iiiA) the board of directors of 30 days after written notice thereof is given by Parent to the Company or any committee thereof (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have recommended any Company Acquisition Proposal, failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (iv72) the Company or any of its officers or directors shall have entered into discussions or negotiations hour period referred to in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Section 6.12(c).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) if, prior to the time the Requisite Company Vote is obtained, the Company Board (acting upon the recommendation of the Special Committee) fails to make, withdraws, modifies or amends in any manner adverse to Parent, the Company Board Recommendation; (b) if (i) the Special Committee or the Company Board (acting upon the recommendation of the Special Committee) approves, endorses or recommends a Superior Proposal, (ii) a tender offer or exchange offer for any outstanding shares of capital stock of the Company is commenced and the Special Committee or the Company Board (acting upon the recommendation of the Special Committee) fails to recommend against acceptance of such tender offer or exchange offer by its stockholders (for purposes hereof, taking of no position with respect to the acceptance of such tender offer or exchange offer by its stockholders shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) or (iii) the Company (acting upon the recommendation of the Special Committee), the Special Committee or the Company Board (acting upon the recommendation of the Special Committee) publicly announces its intention to do any of the foregoing; (c) if the Special Committee or the Company Board (acting upon the recommendation of the Special Committee) exempts any Person other than the Parent or any of its Affiliates from the provisions of Section 203 of the DGCL; or (d) if the Company shall have breached or failed to perform any of the its representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that which breach (i) would give rise to the conditions failure of a condition set forth in SECTION 7.3(ASection 6.2(a) OR (Bor Section 6.2(b) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company within thirty (30) Business Days after the Company’s receipt of written notice of such failure breach from Parent; provided, that Parent shall not have a right to comply; or (bterminate this Agreement pursuant to this Section 7.3(d) (i) the board if Parent or Merger Sub is then in material breach of directors of the Company any representation, warranty, agreement or any committee thereof, shall have withdrawn or modified covenant contained in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement Plan may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) if there has been a breach of any representation, covenant or agreement made by the Company shall have breached or failed to perform any of the covenants or other agreements contained in this AgreementPlan, or if any such representation or warranty shall have become untrueuntrue after the date of this Plan, in either case such that (ithat, individually or together with other such breaches or failures of a representation to be true, Section 6.2(a) the conditions set forth in SECTION 7.3(A) OR (Bor 6.2(b) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure of a representation to be true has is not been or curable by the Termination Date or, if curable, is incapable of being not cured within twenty (20) business 30 days following receipt after written notice thereof is given by Parent to the Company of notice of such failure to comply; orCompany; (b) if the Merger shall not have been consummated by the twelve month anniversary of the date hereof (ithe “Termination Date”), provided that the right to terminate this Plan shall not be available if Parent or Merger Sub has breached in any material respect its obligations under this Plan in any manner that shall have proximately and substantially contributed to the failure of the Merger to be consummated; (c) if (1) the board of directors of the Company submits this Plan to its stockholders without a recommendation for approval, otherwise withdraws or modifies (or publicly discloses its intention to withdraw or modify) its recommendation referred to in Section 5.2(b) in any committee thereof, shall have withdrawn or modified in a manner adverse to Parent Parent, or approves, recommends, or otherwise declares advisable or proposes to or publicly discloses its approval intention to approve, recommend or recommendation of declare advisable an Acquisition Proposal other than the Merger Merger, or this Agreement, (ii2) the Company shall have has failed to include in substantially comply with its obligations under Section 5.2 or Section 5.6; (d) if the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf approval of the Company. 57’s stockholders required by Section 6.1(a) shall not have been obtained at the Company Meeting; (e) if any order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger, or the denial of any consent, registration, approvals, permits and authorizations the failure of which to obtain would cause the condition set forth in Section 6.1(b) not to be satisfied as of the Closing, shall become final and non-appealable (whether before or after the approval by the stockholders of the Company).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 7.3(a) OR or (Bb) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company breaching party of notice of such failure to comply; or; (b) (i) the board Board of directors Directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board Board of directors Directors of the Company in favor of adoption approval of the Merger and this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the board Board of directors Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3Section 6.2, (vvi) the board Board of directors Directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vivii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of signed; or (c) if Szlam has breached the Company. 57Voting Agreement in any material respect, or if the Voting Agreement has been determined to be unenforceable.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval : (a) if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of the Company withdraws, modifies or amends the Company Board Recommendation in any manner adverse to Parent, if:; (ab) if (i) the Board of Directors of the Company approves, endorses or recommends a Takeover Proposal, (ii) the Company enters into a Contract relating to a Takeover Proposal, (iii) a tender offer or exchange offer for any outstanding shares of capital stock of the Company is commenced prior to obtaining the Requisite Company Vote and the Board of Directors of the Company fails to recommend against acceptance of such tender offer or exchange offer by its shareholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders, which shall have breached constitute a failure to recommend against acceptance of such tender offer or failed exchange offer) within ten business days after commencement, (iv) any person solicits proxies of shareholders of the Company prior to perform obtaining the Requisite Company Vote and the Board of Directors of the Company fails to recommend against acceptance of such solicitation by its shareholders (including, for these purposes, by taking no position with respect to the acceptance of such solicitation by its shareholders, which shall constitute a failure to recommend against acceptance of such solicitation) within ten business days after commencement, or (v) the Company or its Board of Directors publicly announces its intention to do any of the foregoing; or (c) if the Company breaches any of its representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that which breach (i) would give rise to the conditions failure of a condition set forth in SECTION 7.3(ASection 9.2(a), 9.2(b) OR (Bor 9.2(c) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company within ten business days after the Company's receipt of written notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57breach from Parent.

Termination by Parent. This Agreement may By Parent: (i) if Company breaches or fails to perform in any material respect any of its representations, warranties or covenants, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 5.02(a) or Section 5.02(b), and (B) cannot be terminated by Parent upon cured or has not been cured within thirty (30) days after the giving of written notice to Company of such breach, provided that Parent and Acquisition Sub shall not have the Company and the Merger may be abandoned at right to terminate this Agreement pursuant to this Section 6.01(c)(i) if then in material breach of any time prior to the Effective Timeof representation, before warranty, covenant or after the approval agreement contained in this Agreement; or (ii) if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: Company (aA) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include the Company Board Recommendation in the Proxy Statement or shall have withdrawn, modified or changed (it being understood and agreed that any "stop-look-and-listen" communication by the recommendation Board of Directors of Company to the shareholders of Company pursuant to Rule 14d-9(f) of the board Exchange Act, or any similar communication to the shareholders of directors of the Company in favor connection with the commencement of adoption a tender offer or exchange offer containing the substance of a "stop-look-and-listen" communication pursuant to Rule 14d-9(f), shall not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company Board Recommendation in any manner adverse to the Transactions, to Parent or any of its officers to Acquisition Sub, or directors (B) shall have entered into discussions approved or negotiations in violation recommended to the shareholders of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of other than the Company. 57Transactions contemplated hereby.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeOffer Completion Date, before whether or not the Parent Stockholder Approval has been obtained, by Parent, if (a) there has been a material breach by the Company of any representation or warranty contained in this Agreement which is not curable or, if curable, is not cured within 15 calendar days after written notice of such breach is given by Parent to the approval Company and such breach had or could reasonably be likely to have a Company Material Adverse Effect, (if necessaryb) there has been a material breach of any of the issuance covenants set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within 15 calendar days after written notice of such breach is given by Parent Shares in connection with to the Merger by the stockholders of ParentCompany, by any action of (c) the Board of Directors or any committee thereof of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or this Agreementfailed to reconfirm its approval or recommendation within five Business Days after a written request from Parent to do so, or (ii) approved or recommended, or proposed publicly to approve or recommend, a third-party Company Takeover Proposal to the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this AgreementStockholders, or (iii) authorized or caused the board of directors Company to enter into a Company Acquisition Agreement, or (iv) resolved to take any of the Company or any committee thereof shall have recommended any Company Acquisition Proposalforegoing actions, (ivd) the Company or any of its officers officers, directors, employees, representatives or directors agents shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do taken any of the foregoing actions proscribed by Section 5.2 in a manner that constitutes a material breach thereof, or (vie) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, Time if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company withdraws, modifies, qualifies or amends the Company Board Recommendation in any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this AgreementParent, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company approves, endorses or recommends any committee thereof shall have recommended any Company Acquisition ProposalTakeover Proposal in respect of the Company, (iviii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) is commenced and the board of directors of the Company fails to recommend against acceptance of such tender offer or any committee thereof exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall have resolved constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing or foregoing; (vib) the Company breaches any of its covenants in Section 5.4 hereof in any material respect; (c) a Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf Material Adverse Effect occurs following the date of the Original Agreement; (d) the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company within 20 Business Days after the Company. 57’s receipt of written notice of such breach from Parent; or (e) prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 5.04, (iv) OR the Company Board fails to reaffirm (Bpublicly, if so requested by Parent) would not be satisfied as of the time of such breach Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or as of such time as such representation or warranty shall have become untrue and (iimaterial modification thereto) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of notice of such failure to complythe actions specified in this Section 7.03(a); or (b) (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the board of directors part of the Company or any committee thereof, shall have withdrawn or modified set forth in a manner adverse this Agreement such that the conditions to Parent its approval or recommendation the Closing of the Merger set forth in Section 6.02(a) or this AgreementSection 6.02(b), (ii) 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 shall have failed at least 30 days written notice prior to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of such termination stating Parent’s intention to terminate this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved Agreement pursuant to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57this Section 7.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) (i) the Company Board shall have failed to recommend approval of the Company Voting Proposal in the Proxy Statement or shall have withheld, withdrawn, qualified or modified its recommendation of the Company Voting Proposal in a manner adverse to Parent (it being understood and agreed that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification) or the Company shall have breached or its obligations under Section 7.5 or, in any event, failed to perform take a vote of its stockholders with respect to the Company Voting Proposal prior to the Termination Date (it being further understood and agreed that, any “stop-look-and-listen” communication by the Company Board to the Company’s stockholders pursuant to Rule 14d-9 of the covenants Exchange Act or any similar communication to the Company stockholders in connection with the commencement of a tender offer or exchange offer containing the substance of a “stop-look-and-listen” communication pursuant to Rule 14d-9 shall not be deemed to constitute withdrawal, qualification or modification (it being further understood that any such “stop-look-and-listen” communication pursuant to Rule 14d-9 beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification)), (ii) the Company Board shall have approved, recommended or adopted (or publicly announced its intention to take any such action) any Acquisition Proposal, (iii) after the end of an Acquisition Proposal Assessment Period, the Company Board shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) Business Days) after receipt of any written request to do so from Parent, or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other agreements contained than by Parent or an Affiliate of Parent) and the Company Board recommends that the stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) Business Days after the commencement of such tender or exchange offer, the Company Board fails to recommend against acceptance of such offer; or (b) if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or if any representation or warranty shall have become untrue, in either case Agreement such that (iSection 8.2(a) the conditions set forth in SECTION 7.3(A) OR (Bor 8.2(b) would not be satisfied as of the time of and such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has condition is not been or curable or, if curable, is incapable of being not cured within twenty (20) business days following receipt after written notice thereof is given by the Company of notice of such failure Parent to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent, at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of ParentCompany, if: (a) the Company shall have breached or failed to perform comply in any material respect with any of the covenants or other agreements contained in Articles I and V of this AgreementAgreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that, if such failure to comply is capable of being cured prior to the Effective Time, such failure shall not have been cured within 20 days of the delivery to the Company of written notice of such failure; (b) there exists a breach or if breaches of any representation or warranty shall have become untrue, of the Company contained in either case this Agreement such that (i) the conditions Closing condition set forth in SECTION 7.3(A) OR (B) Section 7.01 would not be satisfied as satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the time Effective Time, such breaches shall not have been cured within 20 days of delivery to the Company of written notice of such breach or as breaches; (c) the Board of such time as such representation or warranty shall have become untrue Directors of the Company (i) fails to recommend the approval of this Agreement and the Merger to the Company's stockholders, (ii) such breach withdraws or failure to be true has not been amends or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified modifies in a manner adverse to Parent its recommendation or approval in respect of this Agreement or recommendation of the Merger or (iii) makes any recommendation with respect to an Acquisition Transaction (including making no recommendation or stating an inability to make a recommendation), other than a recommendation to reject such Acquisition Transaction, or the Board of Directors of the Company shall have resolved to take any of the foregoing actions referred to in this Agreementclause and publicly discloses such resolution; or (d) the Company or its representatives shall furnish or disclose non-public information to, or negotiate, discuss, explore or otherwise communicate in any way with, a Third Party with respect to an Acquisition Transaction, or the Board of Directors of the Company shall have resolved to take any of the foregoing actions referred to in this clause and publicly discloses such resolution; provided, however, that in such event Parent shall have no right to terminate pursuant to this clause (d) until the earlier of (i) June 29, 1998 and (ii) the Company shall have failed to include in 30th calendar day after the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) date on which the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do representatives first takes any of the foregoing or actions referred to in this clause (vid) (the "Trigger Date") and, in each case, only if the Company and its representatives have not terminated all such activities prior to the Trigger Date; provided, further, that if, at any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf time after the Trigger Date, a Ziconotide Event shall have occurred and be continuing and each of the Company. 57conditions set forth in Articles VI, VII and VIII shall have been satisfied or waived by the party or parties entitled to the benefit of such conditions, other than any condition which shall not have been satisfied solely as a result of such Ziconotide Event (the "Satisfaction Date"), then Parent shall have no right to terminate pursuant to this clause (d) during the period from the 14th calendar day following the Satisfaction Date to the 44th calendar day following the Satisfaction Date and only if the Company and its representatives have not terminated all such activities prior to such 44th day.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 5.04, (iv) OR the Company Board fails to reaffirm (Bpublicly, if so requested by Parent) would not be satisfied as of the time of such breach Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or as of such time as such representation or warranty shall have become untrue and (iimaterial modification thereto) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of notice of such failure to complyactions specified in this Section 7.03(a); or (b) (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the board of directors part of the Company or any committee thereof, shall have withdrawn or modified set forth in a manner adverse this Agreement such that the conditions to Parent its approval or recommendation the Closing of the Merger set forth in Section 6.02(a) or this AgreementSection 6.02(b), (ii) 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) and provided that the Parent shall have failed not be entitled to include terminate this Agreement pursuant to this Section 7.03(b) within the ten (10) Business Day period contemplated by Section 7.03(a) and provided that the Parent shall not be entitled to terminate this Agreement pursuant to this Section 7.03(b) if it is then in breach of any representation, warranty, covenant or agreement hereunder that would cause the Proxy Statement the recommendation of the board of directors of the Company conditions set forth in favor of adoption of this Agreement, (iiiSection 6.03(a) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv6.03(b) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved not to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57be satisfied.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 7.3(a) OR or (Bb) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty ten (2010) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board Board of directors Directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board Board of directors Directors of the Company in favor of adoption approval of the Merger and this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the board Board of directors Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, Section 6.3 or (vvi) the board Board of directors Directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vivii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57signed.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) (i) the Company Board shall have breached or failed to perform any recommend approval of the covenants Company Voting Proposal in the Proxy Statement or shall have withheld, withdrawn, qualified or modified its recommendation of the Company Voting Proposal in a manner adverse to Parent (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification, and it being further understood and agreed that for purposes of this Agreement a factually accurate public statement by the Company that does no more than describe the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not, in and of itself, be deemed a withdrawal, qualification or modification, or proposal by the Company Board to withdraw, qualify or modify the Company Board’s recommendation of this Agreement or the transactions contemplated hereunder, or an approval or recommendation with respect to such Acquisition Proposal), (ii) the Company Board shall have approved, recommended or adopted (or publicly announced its intention to take any such action) any Acquisition Proposal, (iii) after the end of an Acquisition Proposal Assessment Period, the Company Board shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) Business Days) after receipt of any written request to do so from Parent, or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other agreements contained than by Parent or an Affiliate of Parent) and the Company Board recommends that the stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) Business Days after the commencement of such tender or exchange offer, the Company Board fails to recommend against acceptance of such offer; or (b) if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue after the date of this Agreement, such that Section 8.2(a) or 8.2(b) would not be satisfied and (ii) such breach or failure to be true has condition is not been or is incapable of being cured within twenty (20) business days following receipt after written notice thereof is given by the Company of notice of such failure Parent to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon --------------------- written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by holders of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions condition set forth in SECTION 7.3(ASection 7.3(a) OR or (B) b), would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company breaching party of notice of such failure to comply; or (b) (i) the board Board of directors Directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board Board of directors Directors of the Company in favor of adoption of approval to the Merger and this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the board Board of directors Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3Section 6.2, (vvi) the board Board of directors Directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vivii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57consummated.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, Parent if: (a) (A) at any time prior to the adoption of this Agreement by the Company’s stockholders satisfying the condition set forth in Section 7.1(a), (i) the Board of Directors of the Company shall have breached made a Company Change of Recommendation or (ii) the Company’s Board of Directors shall have failed to perform any reconfirm the Company Recommendation following a 5% Holder’s public announcement of opposition to the Merger or the other transactions contemplated hereby within the period of time beginning upon the Company’s receipt of a written request by Parent to do so and ending on the date that is ten (10) business days after the Company’s receipt of such request (unless Parent has previously made at least two (2) such written requests and the Board of Directors of the covenants or other agreements contained in this AgreementCompany has complied with each of such requests), or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) either (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in convene and hold the Company Stockholders Meeting prior to the later of the date that is forty-five (45) days after the date as of which the SEC staff has confirmed that it has no additional comments on the Proxy Statement (subject to adjournment from time to time as permitted by Section 6.4) or (ii) the recommendation minimum number of Company Shares necessary to constitute a quorum for the board transaction of directors business shall have been represented in person or by proxy at the Company Stockholders Meeting and the Company shall have failed to take a vote of stockholders on the Merger and this Agreement at such meeting, (C) a tender offer or exchange offer for outstanding Company Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company’s Board of Directors recommends that the stockholders of the Company tender their shares in favor such tender or exchange offer or, within ten (10) business days after the commencement of adoption such tender or exchange offer, the Company’s Board of this AgreementDirectors fails to recommend that the Company’s stockholders not tender any shares into such tender or exchange offer, (iiiD) the board Company’s Board of directors Directors shall have recommended to the stockholders of the Company any Acquisition Proposal or any committee thereof shall have recommended any Company Acquisition Proposal, (ivE) the Company or any of its officers or directors Subsidiaries shall have entered into discussions a letter of intent, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or negotiations in violation other similar Contract relating to an Acquisition Proposal; or (b) there has been a breach of SECTION 6.3any representation, (v) the board of directors of warranty, covenant or agreement made by the Company in this Agreement, or any committee thereof such representation and warranty shall have resolved become untrue after the date of this Agreement, in each case such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Parent to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent at any time prior to the Effective Time, before or after the approval Time if (if necessarya) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parentthe Company takes any action contemplated by clause (D) or (E) of Section 7.2, if: (ab) the Board of Directors of the Company shall have breached withdrawn or failed materially and adversely modified or, upon reasonable request from Parent or Merger Sub, shall fail to perform any reaffirm, its adoption of this Agreement or its recommendation that the stockholders of the covenants Company approve this Agreement (it being understood, however, that for all purposes of this Agreement, and without limitation, the fact that the Company, in compliance with this Agreement, has supplied any Person with information regarding the Company or other agreements contained in has entered into discussions or negotiations with such Person as permitted by this Agreement, or if any representation or warranty the disclosure of such facts, shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as deemed a withdrawal or modification of the time Company’s Board of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or Directors’ recommendation of the Merger or this Agreement), (iic) a tender offer or exchange offer that, if successful, would result in any Person or “group” becoming a “beneficial owner” (such terms having the Company shall have failed to include meaning in this Agreement as is ascribed under Regulation 13D under the Proxy Statement the recommendation Exchange Act) of thirty percent (30%) or more of the board outstanding shares of directors Company Common Stock is commenced (other than by Parent or an affiliate of Parent) and the Board of Directors of the Company in favor of adoption of this Agreement, (iii) recommends that the board of directors stockholders of the Company tender their shares in such tender or exchange offer, (d) for any committee thereof reason the Company fails to call or hold the Company Stockholders Meeting within six months of the date hereof (provided that if the F-4 Registration Statement shall not have become effective for purposes of the Securities Act by a date that is within four months of the date hereof, then such six month date shall be extended by such number of days equal to the date from the end of such four month period until the effective date of such F-4 Registration Statement); provided, that Parent’s right to terminate this Agreement pursuant to this clause (d) shall not be available to Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have recommended any Company Acquisition Proposal, (iv) proximately caused the Company or any occurrence of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors failure of the Company Stockholders Meeting to be called or any committee thereof held; provided further that this right to terminate shall have resolved not be available to do any Parent if as of the foregoing time this right to terminate would otherwise accrue, the Company’s right to terminate this Agreement has accrued and remains in force as of such time under another provision hereof or (vie) there has been a material breach by the Company of any Company Acquisition Proposal material representation, warranty, covenant or agreement contained in this Agreement such that the condition in Section 8.2(a) or Section 8.2(b), as the case may be, would not be satisfied and that is consummated or an agreement with respect not curable or, if curable, is not cured within twenty (20) days after written notice of such breach is given by Parent to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition ProposalSection 6.03, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or any of its officers material modification thereto) is first publicly disclosed by the Company or directors shall have entered into discussions or negotiations in violation of SECTION 6.3the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Stock shall have been commenced by a Person unaffiliated with Parent and the board of directors of Company shall not have sent to its stockholders within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof thereof) shall have resolved publicly announce its intentions to do any of actions specified in this Section 8.03(a); (b) if there shall have been a breach of any representation, warranty, covenant or agreement on the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf part of the Company. 57Company set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 7.02(a) or Section 7.02(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 15 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.03(b); (c) if the Company fails to conduct the Company Stockholder Meeting within the time period set forth in Section 6.04(a); or (d) at any time after the Company has obtained the Required Company Vote and Parent has obtained the affirmative vote of the holders of the requisite number of the outstanding shares of Parent Common Stock at the Parent Stockholder Meeting, in each case, approving the Merger and the other transactions contemplated by this Agreement, if the Average Closing Price of the Parent Common Stock is below $2.15; provided that within five (5) Business Days of delivery of a termination notice pursuant to this Section 8.03(d) Company may provide written notice to Parent of its desire to move forward with the Closing, in which case, the definition of “Average Closing Price” shall be $2.15 for purposes of the Closing and Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.03(d).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: Parent if (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in made a manner adverse to Parent its approval or recommendation Change of Recommendation, (ii) the Merger or this AgreementCompany shall have Made a Change of Recommendation, (ii) the Company shall have failed to include in take a vote of stockholders on the Proxy Statement Merger prior to the recommendation Termination Date, (iii) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) Business Days) after receipt of any written request to do so from Parent, or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors recommends that the stockholders of the Company tender their shares in favor such tender or exchange offer or, within ten (10) business days after the commencement of adoption such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer; (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Parent to the Company; or (iiic) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) if the Company or any of its officers or directors shall have entered into discussions or negotiations the other Persons described in violation of SECTION 6.3, (v) the board of directors Section 6.2 as a Representative of the Company or any committee thereof shall have resolved to do take any of the foregoing actions that would be proscribed by Section 6.2 but for the proviso therein allowing certain actions to be taken pursuant to clause (A), (B) or (viC) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57proviso under the conditions set forth therein.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A7.3(a) OR (Bb) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the board of directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.36.2, (vvi) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vivii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at At any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement may be terminated by the stockholders of Parent, by any action of the its Board of Directors of ParentDirectors, if: (a) (i) there has been a material breach by the Company shall have breached of any representation, warranty, covenant or failed to perform any of the covenants or other agreements contained agreement set forth in this Agreement, Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (BSection 6.3(a) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has is not been or curable, or, if curable, is incapable of being not cured within twenty (20) business 30 days following receipt by the Company of after written notice of such failure breach is given by Parent to complythe Company; orprovided, however, that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if it, at such time, is in material breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 6.2(a) shall not be satisfied; (b) prior to obtaining the Company Requisite Vote, (i) the board Company’s Board of directors Directors shall have failed to unanimously recommend approval of the Company or any committee thereofVoting Proposal within one business day after receipt of a Fairness Opinion to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Shares (other than Parent and its Subsidiaries); (ii) the Company’s Board of Directors shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger Company Voting Proposal (iii) the Company’s Board of Directors shall have failed to reconfirm its recommendation of the Company Voting Proposal within five days after Parent requests in writing that the Company’s Board of Directors do so; (iv) the Company’s Board of Directors (or this Agreementany committee thereof) shall have approved or recommended to the Company’s stockholders a Company Acquisition Proposal (other than the Merger); (v) a tender offer or exchange offer for Company Common Shares shall have been commenced (other than by Parent or an Affiliate of Parent) and the Company’s Board of Directors (or any committee thereof) recommends that the Company’s stockholders tender their shares in such tender or exchange offer or, within 10 business days after the commencement of such tender or exchange offer, fails to recommend against acceptance of such offer; (iivi) the Company shall have materially breached its obligations under Section 5.4 or 5.5; or (vii) for any reason (other than as a result of the action or inaction of Parent) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of hold the Company in favor of adoption of this Agreement, Stockholders Meeting and submit the Company Voting Proposal to the Company’s stockholders by the date which is one business day prior to the Outside Date; or (iiic) the board of directors of the Company or any committee thereof Company’s Financial Advisor shall have recommended any withdrawn, modified, withheld or changed the Fairness Opinion to the effect that the Merger Consideration is no longer fair, from a financial point of view, to the holders of Company Acquisition Proposal, Common Shares (iv) the Company or any of other than Parent and its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Subsidiaries).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Company Merger Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the if there occurs any Company shall have breached or failed Adverse Recommendation Change solely in response to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; oran Intervening Event; (b) if (i) the board of directors of the Company (or any committee thereofAuthorized Committee) approves, shall have withdrawn endorses or modified recommends a Takeover Proposal, or there occurs a Company Adverse Recommendation Change in response to or in connection with the Company's receipt of a manner adverse to Parent its approval Takeover Proposal, or recommendation of the Merger or this Agreement, (ii) a tender offer or exchange offer for any outstanding shares of capital stock of the Company shall have failed is commenced prior to include in obtaining the Proxy Statement the recommendation of Requisite Company Vote and the board of directors of the Company in favor fails to recommend against acceptance of adoption such tender offer or exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of this Agreementsuch tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement (provided that no "stop-look-and-listen" communication or similar communication shall be deemed to be a failure to recommend against acceptance or the taking of no position with respect to acceptance hereunder) or (iii) the Company or its board of directors of the Company (or any committee thereof shall have recommended any Company Acquisition Proposal, (ivAuthorized Committee) the Company or any of publicly announces its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved intention to do any of the foregoing foregoing; or (c) if none of the Purchaser Parties is in material breach of its obligations under this Agreement and the Company breaches (A) any of the covenants and agreements contained in Section 5.4 hereof (in the case of Sections 5.4(a)(1), 5.4(a)(2), 5.4(b), and the first three (3) sentences of 5.4(c), such breaches to be in any material respect) or (viB) any of its other representations, warranties, covenants or agreements contained in this Agreement, which breach, in the case of clause (B) only, (i) has not been cured by the Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of within 20 Business Days after the Company. 57's receipt of written notice of such breach from Parent and (ii) is of such a nature that a condition set forth in Section 6.2(a) or Section 6.2(b) would be incapable of being satisfied by the End Date.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent, at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of ParentCompany, if: (a) the Company shall have breached or failed to perform comply in any respect (without regard to any materiality qualifications, exceptions or provisos therein) with any of the covenants or other agreements contained in Articles I and V of this AgreementAgreement to be complied with or performed by the Company at or prior to such date of termination except for those failures to so perform or comply that, individually or if in the aggregate would not either impair the Company's ability to consummate the Merger and the other transactions contemplated hereby or have a Material Adverse Effect; (b) there exists a breach or breaches of any representation or warranty shall have become untrue, of the Company contained in either case this Agreement such that (i) the conditions Closing condition set forth in SECTION 7.3(A) OR (B) Section 7.01 would not be satisfied as satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the time Effective Time, such breaches shall not have been cured within 30 days of delivery to the Company of written notice of such breach or as breaches; (c) the Board of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable Directors of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) fails to recommend the board approval of directors of this Agreement and the Company Merger to the Company's stockholders,(ii) withdraws or any committee thereof, shall have withdrawn amends or modified modifies in a manner adverse to Parent its recommendation or approval in respect of this Agreement or recommendation of the Merger or this Agreement(iii) makes any recommendation with respect to an Acquisition Transaction (including making no recommendation or stating an inability to make a recommendation), (ii) other than a recommendation to reject such Acquisition Transaction, or the Board of Directors of the Company shall have failed resolved to include in the Proxy Statement the recommendation take any of the board of directors of the Company foregoing actions referred to in favor of adoption of this Agreement, clause and publicly discloses such resolution; (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivd) the Company or its representatives shall furnish or disclose non-public information or negotiate, discuss, explore or otherwise communicate in any way with a third party with respect to an Acquisition Transaction, or the Board of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors Directors of the Company or any committee thereof shall have resolved to do take any of the foregoing or actions referred to in this clause and publicly discloses such resolution; or (vie) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf the number of Dissenting Shares exceeds the lesser of (p) 10% of the Company. 57total number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (q) such number of Dissenting Shares as Parent shall be advised by its independent certified public accountants will render them unable to deliver the letter referred to in Section 6.06 given the totality of other circumstances in existence at the Effective Time.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) 59 63 the conditions set forth in SECTION 7.3(ASection 7.3(a) OR or (Bb) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the board of directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3Section 6.2, (vvi) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vivii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Time by Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth Company Board or any committee thereof makes a Change of Recommendation, (ii) a tender offer or exchange offer for the outstanding Shares is commenced, or a proposal is made to the Company or publically announced, that would, in SECTION 7.3(A) OR each case, if consummated, constitute an Acquisition Proposal and the Company Board or any committee thereof shall have failed to recommend against acceptance of such tender offer, exchange offer or proposal to its stockholders (B) would not be satisfied as including, for these purposes, by taking any position contemplated by Rule 14e-2 of the time Exchange Act other than recommending rejection of such breach tender offer, exchange offer or as proposal or making any “stop look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act) within ten (10) Business Days after Parent’s written request to do so following the commencement of such time as tender offer or exchange offer or making of such proposal or the Company Board or any committee thereof recommends that the stockholders of the Company tender their Shares in such tender or exchange offer, (iii) the Company or the Company Board or any committee thereof shall have (x) approved, adopted, recommended, or declared advisable any Acquisition Proposal or (y) approved or recommended, or entered into or allowed the Company or any of its Subsidiaries to enter into, an Alternative Acquisition Agreement or (iv) the Company Board or any committee thereof formally resolves to take, or publicly announces an intention to take, any of the foregoing actions; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement or any such representation or warranty shall have become untrue and (ii) such after the date of this Agreement, which breach or failure to be true has (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) (x) cannot been be cured by the Company by the Termination Date or is incapable (y) if capable of being cured, shall not have been cured within twenty the earlier of (20A) business thirty (30) calendar days following receipt of written notice from the Parent of such breach or failure and (B) one (1) Business Day prior to the earlier of the Termination Date and the date on which the Agreement may otherwise be terminated by the Company in accordance with Article VII; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.4(b) if it or Merger Sub is then in material breach of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers their representations, warranties, covenants or directors shall have entered into discussions other agreements hereunder, which breach would give rise to the failure of a condition set forth in Section 6.3(a) or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 576.3(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Offer Completion Date by the stockholders of Parent, by any action of the Board of Directors of Parent, if: if (a) the representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have breached not be true and correct in all material respects, or failed the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall not be true and correct in all respects; provided that such breach of representation or warranty is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent to the Company or (ii) the Expiration Date; or (b) there has been a material breach or failure to perform of any of the covenants or other agreements contained set forth in this AgreementAgreement on the part of the Company, or which breach is not curable or, if any representation or warranty shall have become untruecurable, in either case such that is not cured within the earlier of (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time 10 calendar days after written notice of such breach or as of such time as such representation or warranty shall have become untrue is given by Parent to the Company and (ii) such breach the Expiration Date; or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (bc) (i) the board Board of directors Directors or any committee thereof of the Company or any committee thereof, shall have (A) failed to recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or this Agreement(B) approved or recommended, (ii) or proposed publicly to approve or recommend, a Company Takeover Proposal to the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company Stockholders or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing foregoing, or (viii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any Company Acquisition Proposal is consummated person, entity or an agreement with respect to group (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired beneficial ownership of more than 20% of any Company Acquisition Proposal is validly signed on behalf class or series of capital stock of the Company. 57, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (other than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 5.04, (iv) OR the Company Board fails to reaffirm (Bpublicly, if so requested by Parent) would not be satisfied as of the time of such breach Company Board Recommendation within five (5) Business Days after the date any Takeover Proposal (or as of such time as such representation or warranty shall have become untrue and (iimaterial modification thereto) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Exchange Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, (vi) any of notice the Controlling Stockholders breaches the Stockholder Voting Agreement by failing to vote to approve the Merger at the Company Stockholders Meeting, or (vii) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of such failure to complyactions specified in this Section 7.03(a); or (b) (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the board of directors part of the Company or any committee thereof, shall have withdrawn or modified set forth in a manner adverse this Agreement such that the conditions to Parent its approval or recommendation the Closing of the Merger set forth in Section 6.02(a) or this AgreementSection 6.02(b), (ii) 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 thirty (30) days (or such lesser period equal to the number of days to the End Date) written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided, further, that the cure period provided by this Section 7.03(b) shall have failed not require the Merger to include in be consummated later than the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57End Date.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: Parent if (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (ia)(i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in made a manner adverse to Parent its approval or recommendation Change of the Merger or this AgreementRecommendation, (ii) the Company shall have failed to include in take a vote of stockholders on the Proxy Statement Merger prior to the recommendation of the board of directors of the Company in favor of adoption of this AgreementTermination Date, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company failed to reaffirm its approval or recommendation of this Agreement and the Merger within 48 hours after the later of (A) the fifteenth business day following the receipt of an Acquisition Proposal, if the Company has received Parent's request therefor on or prior to such fifteenth business day, or (B) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day, or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and (A) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors recommends that the stockholders of the Company tender their shares in such tender or exchange offer, or (B) the Company board of directors fails to recommend against acceptance of such tender offer or exchange offer within 48 hours after the later of (x) the fifteenth business day following such public disclosure, if the Company has received Parent's request therefor on or prior to such fifteenth business day, or (y) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any committee thereof such representation and warranty shall have resolved become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Parent to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred; (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 5.06; (iv) OR the Company Board fails to reaffirm (Bpublicly, 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; (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer; or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.03(a); (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 Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied as of the time of and, in either such case, such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the End Date; provided that Parent shall have given the Company at least ten days’ written notice prior to such termination stating (i) Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b), and (ii) that the Company may cure any such breach before the End Date in the event the Company reasonably deems such breach as capable of notice being so cured; (c) if there shall have been any acceleration of such failure any obligation or demand of immediate payment of any obligation of the Company under any Company Loan identified as a “Primary Loan” on Section 8.01(a) of the Company Disclosure Letter, in each case other than by reason of an AME Default; provided, however, that the Company may not enter into any forbearance agreement or similar agreement or any amendment to complyany existing forbearance agreement or similar agreement with any lender without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); or (bd) (i) the board of directors of the Company or any committee thereof, there shall have withdrawn or modified in been a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Material Adverse Effect.

Termination by Parent. This Agreement may be terminated by Parent --------------------- upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 7.3(a) OR or (Bb) would not be --------------------- satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such breach or failure to complybe true; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) in connection with a Rule 14d-9 disclosure concerning an unsolicited Company Acquisition Proposal, the board of directors of the Company shall have taken any action other than a rejection of such proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended to the Company's shareholders any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing foregoing, or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to before the Effective Acceptance Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) if the Company shall have breached Board (or failed to perform any of the covenants a committee thereof) withdraws, modifies, amends or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by qualifies the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified Board Recommendation in a manner adverse to Parent its approval or recommendation Merger Sub; (b) if (i) the Company Board (or a committee thereof) approves, adopts, endorses, recommends or otherwise declares advisable the adoption of the Merger or this Agreementa Takeover Proposal, (ii) a tender offer or exchange offer (other than the Tender Offer) for all outstanding shares of capital stock of the Company is commenced and the Company Board recommends in favor of such tender offer or exchange offer by its stockholders, (iii) the Company or the Company Board (or any committee thereof) approves or recommends, or enters into or allows the Company or any of its Subsidiaries to enter into, a letter of intent, agreement in principle or definitive agreement for a Takeover Proposal, (iv) within three Business Days of a written request by Parent for the Company to reaffirm the Company Board Recommendation following the date any Takeover Proposal or any material modification thereto is first published or sent or given to the stockholders of the Company, the Company fails to issue a press release that reaffirms the Company Board Recommendation, (v) the Company shall have failed to include in the Schedule 14D-9 or the Company Proxy Statement the recommendation of the board of directors of distributed to its stockholders the Company in favor of adoption of this Agreement, Board Recommendation or (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ivvi) the Company or the Company Board (or any committee thereof) shall authorize or publicly propose any of the foregoing; (c) if the Company breaches any of its officers representations, warranties, covenants or directors agreements contained in this Agreement, which breaches, individually or in the aggregate, (i) would give rise to, if occurring or continuing at the Expiration Date, the failure of a Tender Offer Condition and (ii) have not been cured by the Company within the earlier of ten Business Days (or in the case of a breach by the Company of any of its obligations contained in Section 6.14(d) or Section 6.16, twenty Business Days) after the Company’s receipt of written notice of such breach from Parent and the Termination Date, but only so long as neither Parent nor Merger Sub are then in breach of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach by Parent or Merger Sub would make it impossible for Merger Sub to consummate the Tender Offer or the Merger; or (d) if, as of any Expiration Date (A) Parent has not received the Requisite Notes Consent, (B) the Forward Purchase Commitment Letter shall have entered into discussions been terminated or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof Forward Purchasers shall have resolved indicated to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement Parent in writing their intention not to consummate their obligations thereunder with respect to the Change of Control Offer or Parent or its Affiliate shall not be able to obtain the Forward Purchase Commitment promptly following the Acceptance Time and (C) Parent has not breached any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would permit the Company Acquisition Proposal is validly signed on behalf of to terminate this Agreement pursuant to Section 8.4(b) (determined without giving effect to the Company. 57notice and cure provisions contained therein).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned Parent, at any time prior to the Effective Acceptance Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) if (i) a Company Adverse Recommendation Change shall have occurred, or the Company shall have breached or failed publicly proposed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the make a Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this AgreementAdverse Recommendation Change, (ii) the Company shall have failed entered into, or publicly announced its intention to include in the Proxy Statement the recommendation of the board of directors of the enter into, a Company in favor of adoption of this Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the board of directors of Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within five (5) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or any committee thereof shall have recommended any Company Acquisition the Person making such Takeover Proposal, (iv) the Company or any of its officers or directors there shall have entered into discussions been a material breach of the Company’s obligations under Section 6.04 or negotiations in violation of SECTION 6.3, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the board Company shall not have sent to its shareholders pursuant to Rule 14e-2 under the Securities Act, within five (5) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that shareholders reject such tender or exchange offer; or (b) if prior to the Acceptance Time, there shall have been a breach of directors any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement that (i) would give rise to the failure of any Offer Condition set forth in clause (vii) or (viii) of Annex III and (ii) such breach cannot be or is not cured by the earlier of (x) thirty (30) days following receipt by the Company of written notice of such breach and (y) the End Date; provided, that Parent is not then in material breach of any committee thereof representation, warranty, agreement or covenant contained in this Agreement; and provided, further that Parent shall have resolved given the Company at least thirty (30) days written notice prior to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect such termination stating Parent’s intention to any Company Acquisition Proposal is validly signed on behalf of the Company. 57terminate this Agreement pursuant to this Section 8.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 5.04, (iv) OR the Company Board fails to reaffirm (Bpublicly, if so requested by Parent) would not be satisfied as of the time of such breach Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or as of such time as such representation or warranty shall have become untrue and (iimaterial modification thereto) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of notice of such failure to complyactions specified in this Section 7.03(a); or (b) (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the board of directors part of the Company or any committee thereof, shall have withdrawn or modified set forth in a manner adverse this Agreement such that the conditions to Parent its approval or recommendation the Closing of the Merger set forth in Section 6.02(a) or this AgreementSection 6.02(b), (ii) 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 shall have failed at least 30 days written notice prior to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of such termination stating Parent's intention to terminate this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved Agreement pursuant to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57this Section 7.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned Parent, at any time prior to the Effective Acceptance Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) if (i) a Company Adverse Recommendation Change shall have occurred, or the Company shall have breached or failed publicly proposed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the make a Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this AgreementAdverse Recommendation Change, (ii) the Company shall have failed entered into, or publicly announced its intention to include in the Proxy Statement the recommendation of the board of directors of the enter into, a Company in favor of adoption of this Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the board of directors of Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within five (5) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or any committee thereof shall have recommended any Company Acquisition the Person making such Takeover Proposal, (iv) the Company or any of its officers or directors there shall have entered into discussions been a material breach of the Company's obligations under Section 6.04 or negotiations in violation of SECTION 6.3, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the board Company shall not have sent to its shareholders pursuant to Rule 14e-2 under the Securities Act, within five (5) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that shareholders reject such tender or exchange offer; or (b) if prior to the Acceptance Time, there shall have been a breach of directors any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement that (i) would give rise to the failure of any Offer Condition set forth in clause (vii) or (viii) of Annex III and (ii) such breach cannot be or is not cured by the earlier of (x) thirty (30) days following receipt by the Company of written notice of such breach and (y) the End Date; provided, that Parent is not then in material breach of any committee thereof representation, warranty, agreement or covenant contained in this Agreement; and provided, further that Parent shall have resolved given the Company at least thirty (30) days written notice prior to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect such termination stating Parent's intention to any Company Acquisition Proposal is validly signed on behalf of the Company. 57terminate this Agreement pursuant to this Section 8.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) if, prior to the time the Requisite Company Vote is obtained, (A) the Company Board shall have made a Change of Recommendation or shall have approved or recommended to the stockholders of the Company an Acquisition Proposal; (B) the Company Board shall have failed to include the Company Recommendation in the Proxy Statement or shall have effected a Company Adverse Recommendation Change; (C) the Company Board shall have failed to recommend against any publicly announced Acquisition Proposal and reaffirm the Company Recommendation, in each case, within ten business days following the public announcement of such Acquisition Proposal and in any event at least two business days prior to the Stockholders Meeting; (D) the Company enters into an Alternative Acquisition Agreement; or (E) the Company or the Company Board shall have publicly announced its intention to do any of the foregoing; (b) at any time prior to the Effective Time, whether such date is before or after the time the Requisite Company Vote is obtained, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 7.2(a) or 7.2(b) and (ii) (x) cannot be cured by the Company by the Termination Date or (y) if capable of being cured, shall not have been cured (A) within 30 calendar days following receipt of written notice from the Parent of such breach or (B) any shorter period of time that remains between the date the Parent provides written notice of such breach and the Termination Date; provided that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(b) if it is then in breach of any representation, warranties, covenants or other agreements hereunder that would result in the closing conditions set forth in Sections 7.3(a) or 7.3(b) not being satisfied; or (c) at any time prior to the time the Requisite Company Vote is obtained, if the Company shall have breached or failed to perform in any material respect its obligations set forth in Section 6.2, which breach or failure to perform cannot be cured by the Company by the Termination Date or if capable of being cured, shall not have been cured (A) within two business days following receipt of written notice from the Parent of such breach or (B) any shorter period of time that remains between the date the Parent provides written notice of such breach and the Termination Date; provided that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(c) if it is then in breach of any of the its representations, warranties, covenants or other agreements contained hereunder that would result in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the closing conditions set forth in SECTION 7.3(ASections 7.3(a) OR (Bor 7.3(b) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57satisfied.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to before the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) prior to the Requisite Company Vote, if the Company Board or the Special Committee withdraws, modifies or amends the Company Board Recommendation (or the Special Committee recommends that the Company Board take any such action) in any manner adverse to Parent or the Company Board or the Special Committee publicly proposes to do so; (b) prior to the Requisite Company Vote, if (i) the Company Board or the Special Committee approves, endorses or recommends a Takeover Proposal or publicly proposes to do so or approves, recommends or allows the Company to enter into a Contract relating to a Takeover Proposal (other than an Acceptable Confidentiality Agreement); (ii) a tender offer or exchange offer that if consummated would result in any Person(s) beneficially owning 20% or more of any class of equity securities of the Company then outstanding is commenced and the Company Board or Special Committee recommends in favor of, or within ten (10) Business Days after the commencement thereof the Company Board fails to recommend against, such tender offer or exchange offer by its shareholders or the Company Board or the Special Committee publicly proposes to do so; or (iii) if a Takeover Proposal (including a material amendment to the terms of an existing Takeover Proposal, other than as contemplated by the foregoing clause (ii)) shall have breached been publicly announced or failed disclosed, and the Company Board or Special Committee fails to perform reaffirm the Company Board Recommendation upon the written request of Parent within five (5) Business Days after such written request; or (c) if the Company breaches any of the its representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that which breach (i) would give rise to the conditions failure of a condition to Closing set forth in SECTION 7.3(ASection 6.2(a) OR (Bor Section 6.2(b) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach (A) is not capable of being cured prior to the Termination Date or failure to be true (B) has not been or is incapable of being cured by the Company within twenty (20) business days following Business Days after the Company’s receipt by the Company of written notice of such failure to comply; or (b) (i) the board breach from Parent, but only so long as neither Parent nor Merger Sub are then in breach of directors of the Company their respective representations, warranties, covenants or any committee thereof, shall have withdrawn or modified agreements contained in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (iiwhich breach would give rise to the failure of a condition to Closing set forth in Section 6.3(a) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Section 6.3(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the notwithstanding approval (if necessary) of the issuance of the Parent Shares in connection with the Merger thereof by the stockholders of ParentCompany Stockholders, by any action of the Board of Directors of Parent, Parent if: (a) the results of Parent’s business and legal due diligence into the Company shall have breached are not satisfactory to Parent, as determined in Parent’s sole discretion; (b) Parent is not in material breach of its obligations or failed to perform representations and warranties under this Agreement, and if: (i) at any time any of the covenants representations and warranties of the Company herein are or other agreements contained in this Agreement, become untrue or if any representation or warranty shall have become untrue, in either case inaccurate such that (i) the conditions set forth in SECTION 7.3(A) OR (BSection 7.2(a) would not be satisfied as of the time of such breach or as of (treating such time as such representation if it were the Effective Time for purposes of this Section 10.2(c)); or warranty shall have become untrue and (ii) there has been a breach on the part of the Company of any of its covenants or agreements contained in this Agreement such that Section 7.2(b) will not be satisfied (treating such time as if it were the Effective Time for purposes of this Section 10.2(b)), and (iii) in both cases, such breach or failure to be true (if curable) has not been or is incapable of being cured within twenty fifteen (2015) business days following receipt by after notice thereof to the Company of notice of such failure to comply; orCompany; (bc) in the event of a material breach of a Voting Agreement by a Key Stockholder; (id) in the board event that the Company, the Board of directors Directors of the Company Company, or any authorized committee thereof, shall have have: (i) approved, recommended or entered into an agreement for any acquisition proposal other than the Merger; (ii) failed to present and recommend, and, if requested, to reaffirm its recommendation for the approval and adoption of this Agreement and the Merger to the Company Stockholders, or withdrawn or modified its recommendation or approval of the Merger in a manner adverse to Parent its approval Parent; (iii) failed to distribute the Information Statement when it is available for mailing or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Information Statement the recommendation of the board Merger by the Board of directors Directors of the Company, or any authorized committee thereof; (iv) failed to call a meeting of the Company in favor of adoption Stockholders to approve the Merger or to present the Merger for approval by the Company Stockholders; (v) otherwise breached any provision of this Agreement, ; or (iiivi) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing foregoing; or (e) in the event the Company breaches the Non-Solicitation Agreement or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Confidentiality Agreement.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty a Company Adverse Recommendation Change shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreementoccurred, (ii) the Company shall have failed entered into, or publicly announced its intention to include in the Proxy Statement the recommendation of the board of directors of the enter into, a Company in favor of adoption of this Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposalwillfully and intentionally breached or failed to perform the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or any of its officers material modification thereto) is first publicly disclosed by the Company or directors shall have entered into discussions or negotiations in violation of SECTION 6.3the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the board of directors of Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof thereof) shall have resolved publicly announce its intentions to do any of the foregoing actions specified in this Section 7.03(a); or (b) if there shall have been a breach of any representation, warranty, covenant or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf the part of the Company set forth in this Agreement such that the conditions to the Closing of the 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) and the basis for such termination; provided further, that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; or (c) if, within 24 hours of the execution of this Agreement, the Stockholder Consent evidencing the Requisite Company Vote, duly executed by each stockholder of the Company party to the Voting Agreement, shall not have been delivered to Parent and the Company. 57; provided, that this provision shall cease to have any force and effect upon receipt of the Stockholder Consent by Parent; and provided further, that Parent shall only be permitted to exercise the right to terminate this Agreement pursuant to this Section 7.03(c) for two (2) days following the expiration of the Stockholder Consent Delivery Period.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company terminated, and the Merger transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the Effective Time, before or after the Offer Closing (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Target’s stockholders) by Parent, by any action of the Board of Directors of Parent, if: (a) if, prior to the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that Offer Closing (i) a Target Adverse Recommendation Change has occurred (other than in accordance with Section 7.04(e)), (ii) the conditions set forth in SECTION 7.3(ATarget has entered into a Target Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) OR the Target Board fails to reaffirm (publicly, if so requested by Parent) the Target Board Recommendation within ten (10) days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Target or the Person making such Takeover Proposal or fails to take a neutral position with respect thereto, (iv) a tender offer or exchange offer relating to Target Common Stock shall have been commenced by a Person unaffiliated with Parent and the Target shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, a statement (A) reaffirming the Target Board Recommendation and recommending that the Target’s stockholders reject such tender or exchange offer or (B) would not be satisfied as taking a neutral position with respect to such tender offer or exchange offer, or (v) the Target or the Target Board (or any committee thereof) publicly announces its intentions to do any of the time of such breach actions specified in Section 9.03(a)(i) or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to complySection 9.03(a)(ii); or (b) (i) if, prior to the board Offer Closing, the Target materially breaches or fails to perform in any material respect any of directors of the Company its representations, warranties, covenants or any committee thereof, shall have withdrawn or modified other agreements set forth in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, which breach or failure to perform would give rise to the failure of a condition set forth in Section 8.01 (iiand in each case such breach or failure to perform is incapable of being cured by the Outside Date, or if curable, has not been cured within fifteen (15) Business Days after its receipt of written notice thereof from Parent); provided that Parent will have given the Company shall have failed Target at least three (3) Business Days’ written notice prior to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of such termination stating Parent’s intention to terminate this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved Agreement pursuant to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57this Section 9.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, Time if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company withdraws, modifies, qualifies or amends the Company Board Recommendation in any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this AgreementParent, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company approves, endorses or recommends any committee thereof shall have recommended any Company Acquisition ProposalTakeover Proposal in respect of the Company, (iviii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) is commenced and the board of directors of the Company fails to recommend against acceptance of such tender offer or any committee thereof exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall have resolved constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing foregoing; (b) the Company breaches any of its covenants in Section 5.4 hereof in any material respect; (c) a Company Material Adverse Effect occurs following the date hereof; (d) the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (vii) any would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of within 20 Business Days after the Company. 57’s receipt of written notice of such breach from Parent; or (e) prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the CSR plc Annual Report and Financial Statements 2010 AGREEMENT AND PLAN OF MERGER (continued) consideration payable to Parent or Parent’s stockholders pursuant to such Superior Proposal consists solely of cash, and provided, further, that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Agreement may be terminated by Parent upon at any time before the Offer Acceptance Time by written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifCompany: (a) the Company shall have breached if, whether or failed not permitted to perform any of the covenants or other agreements contained in this Agreementdo so, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR Company Board shall have made an Adverse Change Recommendation (B) would not be satisfied as provided that, any written notice, including pursuant to Section 1.2, of the time Company’s intention to make an Adverse Change Recommendation in advance of making an Adverse Change Recommendation shall not result in Parent having any termination rights pursuant to this Section 8.3(a) unless such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of written notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreementconstitutes an Adverse Change Recommendation), (ii) the Company shall have failed to include the Company Board Recommendation in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this AgreementSchedule 14D-9, or (iii) the board Company Board fails to publicly reaffirm the Company Board Recommendation within ten (10) calendar days following a publicly made Takeover Proposal or otherwise fails to actively oppose such Takeover Proposal; (b) if (i) the Company Board approves, endorses or recommends a Superior Proposal, or (ii) a tender offer or exchange offer by another Person for all outstanding shares of directors capital stock of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) is commenced and the Company Board recommends in favor of such tender offer or exchange offer by its shareholders or does not send to its security holders, within ten (10) calendar days of such commencement, a statement disclosing that the Company Board recommends the rejection of such tender offer or exchange offer; or (c) if the Company breaches any of its officers representations, warranties, covenants or directors shall have entered into discussions agreements contained in this Agreement, which breach (i) would give rise to, if occurring or negotiations in violation of SECTION 6.3continuing at the Expiration Time, (v) the board of directors failure of the conditions in Annex I and (ii) has not been cured by the Company or any committee thereof shall have resolved to do any (provided such breach is curable by the Company) within the earlier of the foregoing or Termination Date and within twenty (vi20) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of Business Days after the Company. 57’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations, warranties, covenants or agreements contained in this Agreement.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company Stockholders): (a) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 5.8 hereof, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or other agreements contained material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Exchange Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of the actions specified in this AgreementSection 8.3(a); (b) if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6.3 hereof, and such breach, inaccuracy or failure is incapable of being cured by the End Date or, if capable of being so cured, has not been cured by the Company within ten (10) Business Days of the Company’s receipt of written notice of such breach, inaccuracy or failure from Parent (stating Parent’s intention to terminate this Agreement pursuant to this Section 8.3(b)); provided, however, that there is not then a breach, inaccuracy in or failure to perform any representation representation, warranty, covenant or warranty shall have become untrue, agreement made by Parent or Aquarion MergerCo pursuant this Agreement that would give rise to the failure of any of the conditions specified in either case such that Section 7.3 hereof; or (c) if (i) the conditions set forth in SECTION 7.3(A) OR Article VII hereof (B) would not other than conditions that by their nature are to be satisfied as of at the time of such breach or as of such time as such representation or warranty shall Closing) have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreementsatisfied, (ii) Parent has irrevocably confirmed by written notice to the Company shall that all conditions set forth in Article VI hereof have failed been satisfied or that Parent is willing to include waive any unsatisfied conditions in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, Article VI hereof and (iii) the board Merger shall not have been consummated within five (5) Business Days after the date of directors delivery of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57such notice.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger Transaction may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) receipt of the issuance approval of the Parent Shares in connection with the Merger Company Securityholders required by the stockholders of ParentSection 7.01(c), by any action of written notice given to the Board of Directors of Company by Parent, if: (a) if the Company or its Board of Directors shall have breached (i) withdrawn, modified or amended in any respect adverse to Parent the Recommendation or failed to perform reconfirm the Recommendation (as required by Section 6.02(g)), (ii) approved, publicly recommended or entered into an agreement with respect to, or consummated, or adopted a resolution to approve, publicly recommend, enter into an agreement with respect to, or consummate, any Competing Transaction from a person other than Parent or any of its Affiliates, (iii) failed to publicly recommend rejection of any Competing Transaction (as required by Section 6.02(g)), or (iv) failed to include in the covenants Circular the Recommendation; (b) at any time prior to the Effective Date, if there is a material breach by the Company of any representation, warranty, covenant or other agreements agreement made by it contained in this Agreement, Agreement or if any representation or warranty made by the Company shall have become materially untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (BSection 7.02(a) would not be satisfied as of the time of such breach or as of such the time as such representation or warranty shall have become untrue materially untrue, provided, that if such inaccuracy in the Company's representations and (ii) such warranties or breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company is curable by the Company through the exercise of its reasonable commercial efforts, Parent may not terminate this Agreement under this Section 8.04(b) for 20 Business Days after delivery of written notice from Parent to the Company of such failure breach, provided that the Company continues to complyexercise reasonable commercial efforts to cure such breach (it being understood that Parent may not terminate this Agreement pursuant to this paragraph (b) if such breach is cured during such 20 Business Day period); (c) at any time prior to the Effective Date, if there is a material breach by a Company Insider of any representation, warranty, covenant or agreement made by it contained in a Support Agreement or if any representation or warranty made by a Company Insider shall have become materially untrue, provided, that if such inaccuracy in the Company Insider's representations and warranties or breach by the Company Insider is curable by the Company Insider through the exercise of its reasonable commercial efforts, Parent may not terminate this Agreement under this Section 8.04(c) for 20 Business Days after delivery of written notice from Parent to the Company Insider of such breach, provided that the Company Insider continues to exercise reasonable commercial efforts to cure such breach (it being understood that Parent may not terminate this Agreement pursuant to this paragraph (c) if such breach is cured during such 20 day business period); (d) if the Company or its Board of Directors shall have approved, publicly recommended or entered into an agreement with respect to, or consummated, or adopted a resolution to approve, publicly recommend, enter into an agreement with respect to, or consummate, a Superior Proposal; or (be) (i) holders of shares of Company Common Stock representing in the board of directors aggregate 7.5% or more of the issued and outstanding Company or any committee thereof, shall Common Stock immediately prior to the Effective Date have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57exercised Dissent Rights.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board of Directors of Parent, if: Parent if (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such there has been a material breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of any material covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within thirty (30) days after written notice of such failure breach is given by Parent to complythe party committing such breach; or (b) (i) the board Board of directors Directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include recommend approval of the Merger in the Proxy Statement the or shall have withdrawn or modified its recommendation of the board Merger; (c) the Board of directors Directors of the Company in favor of adoption of this Agreement, (iii) shall have approved or recommended to the board of directors stockholders of the Company or any committee thereof an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have recommended any Company Acquisition Proposal, (iv) been announced or otherwise publicly known and the Company or any Board of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors Directors of the Company or any committee thereof shall have resolved (A) failed to do any recommend against acceptance of such Alternative Transaction by its shareholders within ten (10) days of delivery of a written request from the Parent for such action or (B) failed to reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby within ten (10) days of delivery of a written request from the Parent for such action or (e) a tender offer or exchange offer for 20% or more of the foregoing or outstanding Shares is commenced (vi) any Company Acquisition Proposal is consummated other than by the Parent or an agreement Affiliate of the Parent) and the Board of Directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) days after such tender or exchange offer, fails to recommend against acceptance of such offer or takes no position with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57acceptance thereof.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Time by Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth Company Board or any committee thereof makes a Change of Recommendation, (ii) a tender offer or exchange offer for the outstanding Shares is commenced, or a proposal is made to the Company or publically announced, that would, in SECTION 7.3(A) OR each case, if consummated, constitute an Acquisition Proposal and the Company Board or any committee thereof shall have failed to recommend against acceptance of such tender offer, exchange offer or proposal to its stockholders (B) would not be satisfied as including, for these purposes, by taking any position contemplated by Rule 14e-2 of the time Exchange Act other than recommending rejection of such breach tender offer, exchange offer or as proposal or making any "stop-look-and-listen" communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act) within ten (10) Business Days after Parent's written request to do so following the commencement of such time as tender offer or exchange offer or making of such proposal or the Company Board or any committee thereof recommends that the stockholders of the Company tender their Shares in such tender or exchange offer, (iii) the Company or the Company Board or any committee thereof shall have (x) approved, adopted, recommended, or declared advisable any Acquisition Proposal or (y) approved or recommended, or entered into or allowed the Company or any of its Subsidiaries to enter into, an Alternative Acquisition Agreement or (iv) the Company Board or any committee thereof formally resolves to take or publicly announces an intention to take any of the foregoing actions; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement or any such representation or warranty shall have become untrue and (ii) such after the date of this Agreement, which breach or failure to be true has (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) (x) cannot been be cured by the Company by the Termination Date or is incapable (y) if capable of being cured, shall not have been cured within twenty the earlier of (20A) business thirty (30) calendar days following receipt of written notice from the Parent of such breach or failure and (B) one (1) Business Day prior to the earlier of the Termination Date and the date on which the Agreement may otherwise be terminated by the Company in accordance with Article VII; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.4(b) if it or Merger Sub is then in material breach of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers their representations, warranties, covenants or directors shall have entered into discussions other agreements hereunder, which breach would give rise to the failure of a condition set forth in Section 6.3(a) or negotiations in violation of SECTION 6.3, (v6.3(b) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A7.3(a) OR (Bb) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such breach or failure to complybe true; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) in connection with a Rule 14d-9 disclosure concerning an unsolicited Company Acquisition Proposal, the board of directors of the Company shall have taken any action other than a rejection of such proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended to the Company's shareholders any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing foregoing, or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, Time if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company withdraws, modifies, qualifies or amends the Company Board Recommendation in any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this AgreementParent, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company approves, endorses or recommends any committee thereof shall have recommended any Company Acquisition ProposalTakeover Proposal in respect of the Company, (iviii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) is commenced and the board of directors of the Company fails to recommend against acceptance of such tender offer or any committee thereof exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders, which shall have resolved constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing foregoing; (b) the Company breaches any of its covenants in Section 5.4 hereof in any material respect; (c) a Company Material Adverse Effect occurs following the date hereof; (d) the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (vii) any would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of within 20 Business Days after the Company. 57’s receipt of written notice of such breach from Parent; or (e) prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the consideration payable to Parent or Parent’s stockholders pursuant to such Superior Proposal consists solely of cash, and provided, further, that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Parent shall have the right to terminate this Agreement: (i) if prior to Company Stockholder Approval and in accordance with Section 5.02, the Company enters into a Company Acquisition Agreement may with respect to a Superior Company Proposal; (ii) if prior to Company Stockholder Approval, (A) the Company makes a Company Adverse Recommendation Change or the Company or the Company Board (or any committee thereof) publicly announces its intention to make a Company Adverse Recommendation Change, (B) the Company Board fails to reaffirm, within ten (10) Business Days after being so requested in writing by Parent, the Company Board Recommendation after any Company Takeover Proposal (or material modification) is first publicly disclosed by the Company or the Person making such Company Takeover Proposal (provided that the Company Board shall not be terminated by Parent upon written notice required to reaffirm the Company Board Recommendation more than two times) or (C) a tender offer or exchange offer relating to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection Common Stock shall have been commenced by a Person unaffiliated with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) and the Company shall not have breached sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or failed exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer (provided that the issuance by the Company of any "stop, look and listen" communication of the type contemplated by Rule 14d-9(f) under the Exchange Act prior to such statement and recommendation shall not give Parent the right to terminate this Agreement); provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.01(d)(ii) after the Company Stockholder Approval is obtained at the Company Stockholders Meeting; or (iii) if the Company breaches or fails to perform any of the its covenants or other agreements contained in this Agreementherein, 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 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)(iii) if Parent is then in breach of any covenant or agreement contained herein or any representation or warranty shall have become untrue, in either case of Parent contained herein then fails to be true and correct such that (i) the conditions set forth in SECTION 7.3(ASection 7.02(a) OR or Section 7.02(b), as applicable, could not then be satisfied. The Party desiring to terminate this Agreement pursuant to this Section 8.01 (Bother than pursuant to Section 8.01(a)) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of give written notice of such failure termination to comply; or (b) (i) the board of directors of other Party specifying the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption provision of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved Agreement pursuant to do any of the foregoing or (vi) any Company Acquisition Proposal which such termination is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57being effected.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the Time (notwithstanding any approval (if necessary) of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company): (a) if (i) a Change in Company Recommendation shall have occurred, (ii) the Company 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 shall have breached or failed to perform in any material respect any of the covenants or other and agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(ASection 6.04, (iv) OR the Company Board fails to reaffirm (Bpublicly, if so requested by Parent) would not be satisfied as of the time of such breach Company Board Recommendation within ten Business Days after the date any Takeover Proposal (or as of such time as such representation or warranty shall have become untrue and (iimaterial modification thereto) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of notice of such failure to complyactions specified in this Section 8.03(a); or (b) (i) if there shall have been a breach of any representation, warranty, covenant or agreement on the board of directors part of the Company or any committee thereof, shall have withdrawn or modified set forth in a manner adverse this Agreement such that the conditions to Parent its approval or recommendation the Closing of the Merger set forth in Section 7.02(a) or this AgreementSection 7.02(b), (ii) as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date or, if curable, has not been cured in all material respects by the Company shall have failed within 30 days after its receipt of written notice thereof from Parent (or, if less than 30 days prior to include in the Proxy Statement End Date, prior to the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57End Date).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be Transactions abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors written notice of Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board Board of directors Directors shall have (A) made a Change of Recommendation, (B) approved or recommended to the stockholders of the Company an Acquisition Proposal or (C) failed to reaffirm the Company Board Recommendation within ten (10) Business Days after both (x) an Acquisition Proposal or any committee thereof, material modification thereto shall first have been made public or sent or given to the stockholders of the Company (or any Person shall have withdrawn publicly announced a an intention, whether or modified in not conditional, to make an Acquisition Proposal) and (y) the receipt of a manner adverse written request to Parent its approval or recommendation of the Merger or this Agreementdo so from Parent, (ii) the Company or the Board of Directors shall have approved or recommended, or entered into or authorized the Company to enter into, a letter of intent, agreement in principle or definitive agreement with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement), (iii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company Board Recommendation or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or its Board of Directors (or any committee thereof) shall have authorized or publicly proposed any of the foregoing; (b) the Company shall have breached its obligations under Section 5.2 or Section 5.3(b) in any material respect; or (c) the representations and warranties of the Company shall not be true and correct or the Company shall have breached or failed to perform any of its officers covenants or directors shall have entered into discussions agreements set forth in this Agreement, such that the conditions set forth in Section 6.2(a) and 6.2(b) would not be satisfied and such failure to be true and correct, breach or negotiations in violation of SECTION 6.3, (v) the board of directors of failure to perform cannot be cured by the Company by the Walk-Away Date, or if capable of being cured, shall not have been cured within 30 days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.2 and the basis for such termination (or, if earlier, the Walk-Away Date); provided that, Parent or Merger Sub is not then in material breach of any committee thereof shall have resolved representations, warranties, covenants or other agreements hereunder that would result in the conditions to do any of the foregoing Closing set forth in Section 6.1 or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57Section 6.3 not being satisfied.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Offer and Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the by Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) there has occurred a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, which breach or failure to perform (y) if the Offer Termination shall not have occurred, would cause any of the conditions set forth in Annex A to not be satisfied, or, if the Offer Termination shall have breached occurred, would cause any of the conditions set forth in Section 8.2 to not be satisfied, and (z) if such breach or failed failure to perform cannot be cured by the Company, at least twenty (20) Business Days shall have elapsed since the date of delivery of a written notice of such breach or failure to perform to the Company from Parent and such breach or failure to perform shall not have been cured in a manner such that such breach or failure to perform no longer results in the applicable condition set forth in Annex A or Section 8.2 not being satisfied or if such breach or failure to perform is capable of being cured by the Company, the Company does not cure such breach or failure to perform within ten (10) Business Days after the date of delivery of a written notice of such breach or failure to perform to the Company, provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.3(a) if the Company’s breach or failure to perform any of the its representations, warranties, covenants or other agreements contained in this Agreement was primarily due to the failure of Parent or Merger Sub to perform any of their obligations under this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or; (b) (i) the board of directors of the Company Board makes a Board Recommendation Change (whether or any committee thereof, shall have withdrawn or modified not in a manner adverse to Parent its approval or recommendation compliance with the terms of the Merger or this Agreement, ); (iic) the Company shall have breached any of its obligations under Section 7.2 which resulted in an Acquisition Proposal being announced, submitted or made; (d) after a tender offer or exchange offer is commenced that, if successful, would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of 20% or more of the outstanding shares of Common Stock (other than by Parent or Merger Sub), the Company Board shall have failed to include recommend that the Company’s stockholders not tender their Shares in the Proxy Statement the recommendation such tender or exchange offer within ten (10) Business Days after commencement of the board of directors of the Company in favor of adoption of this Agreement, such tender offer or exchange offer; or (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (ive) the Company or any of its officers or directors Board shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of failed to reconfirm the Company or Board Recommendation promptly, and in any committee thereof shall have resolved event within five (5) Business Days, following Parent’s reasonable request to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57so.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) at any time prior to the time when Stockholder Approval has been obtained if (i) the Board of Directors of the Company shall have breached withdrawn or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn amended or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board Company's Board of directors of the Company Directors in favor of the adoption and approval of this AgreementAgreement and the approval of the Merger, (iii) the board Company's Board of directors of the Company Directors or any committee thereof shall have approved or recommended any Company Acquisition Proposal, (iv) the Company Proposal not made by Parent or any of its officers Affiliates or directors shall have entered into discussions (iv) there has been a material breach by the Company of any of its obligations under Section 6.2 or negotiations in violation of SECTION Section 6.3, ; (vb) at any time prior to the board of directors time when Stockholder Approval has been obtained if (i) it has been made known to the stockholders of the Company that any Person (other than Parent or any committee thereof of its Affiliates) has made or is considering an Acquisition Proposal and thereafter the Company's Board of Directors fails to reaffirm (publicly, if so requested) its recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger within ten (10) business days after Parent requests in writing that such recommendation be reaffirmed (it being understood that such reaffirmation shall not affect the Company's right to thereafter effect a Change of Recommendation in accordance with the provisions of Section 6.3(d)), or (ii) a tender or exchange offer relating to the Company's securities shall have resolved been commenced by a Person unaffiliated with Parent and the Company shall not have sent to do its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company's Board of Directors recommends rejection of such tender or exchange offer; provided, however, that prior to any termination pursuant to this Section 8.4(b), Parent shall have given the Company 24 hours prior written notice; or (c) at any time prior to the Effective Time, whether before or after the time when Stockholder Approval has been obtained, if there has been a material breach by the Company of any representation, warranty or covenant of the foregoing Company set forth in this Agreement (other than Section 6.2 or (viSection 6.3) or the Company Disclosure Letter or if any Company Acquisition Proposal is consummated such representation or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf warranty of the Company would be untrue if made on any date prior to the Effective Time, in either case such that the conditions set forth in Section 7.2(a) or Section 7.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided that if such breach by the Company or inaccuracy in its representation or warranty is curable through the exercise of all commercially reasonable efforts, then Parent may not terminate this Agreement under this Section 8.4(b) prior to the date which is twenty (20) calendar days after written notice of such breach or inaccuracy is given by Parent to the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice (prior to obtaining the Required Company Vote in the case of clause (b)(ii) below) and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Time by Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) there is a breach by the Company shall have breached of any representation, warranty, covenant or failed to perform any of the covenants or other agreements agreement contained in this AgreementAgreement that, individually or if any representation or warranty shall have become untruein the aggregate, in either case such that (i) the conditions would give rise to a failure of a condition set forth in SECTION 7.3(ASections 8.02(a) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true 8.02(b), which has not been cured, or is incapable not capable of being cured cured, within twenty thirty (2030) business days Business Days following receipt by the Company of written notice of such failure to comply; orbreach; (b) (i) prior to receipt of the Required Company Vote, the board of directors of the Company (or any authorized committee thereof) shall have failed to recommend or shall have withdrawn, modified or amended or shall have proposed to withdraw, modify or amend, in any manner adverse to Parent, its recommendation that the Company shareholders vote in favor of the transactions contemplated by this Agreement (or publicly announce any intention to do so), unless the Blackstone Funds shall have confirmed to Parent in writing that they will vote in favor of such transactions notwithstanding such failure, withdrawal, modification, amendment or proposal (provided that if the Blackstone Funds fail to do so, Parent shall be entitled to receive the Company Termination Fee under Section 9.05(c) hereof) or (ii) the board of directors of the Company (or any authorized committee thereof, ) shall have withdrawn approved or modified in a manner adverse recommended any Acquisition Proposal (or resolved to Parent do so); (c) upon any breach by the Company of its approval obligations under Section 6.02 to (i) call, give notice of, convene and hold the Company Shareholders Meeting as contemplated thereby, which has not been cured (or recommendation is not capable of being cured) within fifteen (15) Business Days following receipt by the Merger Company of written notice of such breach or this Agreement, (ii) recommend approval of this Agreement and the Company shall have failed to include in the Proxy Statement the recommendation transactions contemplated hereby; or (d) a tender offer or exchange offer for 20% or more of the outstanding Company Shares is commenced (other than by Parent or a Subsidiary thereof), or an Acquisition Proposal (including any revision thereto) is otherwise publicly announced, and the Company's board of directors (or any authorized committee thereof) recommends that the stockholders of the Company tender their shares in favor such tender or exchange offer or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer, or such Acquisition Proposal (or revision) as the case may be, within the 10 Business Day period specified in Rule 14e-2(a) under the Exchange Act (or within 17 Business Days of adoption such announcement of such other Acquisition Proposal (or revision)); provided, however, for purposes of this Agreement, (iiiSection 9.04(d) the board reference in the definition of directors Acquisition Proposal to "more than 10%" of the capital stock or consolidated assets, net revenue or net income of the Company or any committee thereof and its Subsidiaries shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved be deemed to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect be a reference to any Company Acquisition Proposal is validly signed on behalf of the Company. 57"more than 20%" thereof.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Offer Completion Date by the stockholders of Parent, by any action of the Board of Directors of Parent, if: if (a) the representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have breached not be true and correct in all material respects, or failed the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall not be true and correct in all respects; PROVIDED that such breach of representation or warranty is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent to the Company or (ii) the Expiration Date; or (b) there has been a material breach or failure to perform of any of the covenants or other agreements contained set forth in this AgreementAgreement on the part of the Company, or which breach is not curable or, if any representation or warranty shall have become untruecurable, in either case such that is not cured within the earlier of (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time 10 calendar days after written notice of such breach or as of such time as such representation or warranty shall have become untrue is given by Parent to the Company and (ii) such breach the Expiration Date; or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (bc) (i) the board Board of directors Directors or any committee thereof of the Company or any committee thereof, shall have (A) failed to recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or this Agreement(B) approved or recommended, (ii) or proposed publicly to approve or recommend, a Company Takeover Proposal to the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company Stockholders or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing foregoing, or (viii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any Company Acquisition Proposal is consummated person, entity or an agreement with respect to group (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired beneficial ownership of more than 20% of any Company Acquisition Proposal is validly signed on behalf class or series of capital stock of the Company. 57, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (other than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. This Agreement may (i) By Parent, if Company breaches or fails to perform in any material respect any of its representations, warranties or covenants, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 5.02(a) or 5.02(b), and (B) cannot be terminated by Parent upon cured or has not been cured within 15 days after the giving of written notice to Company of such breach, provided that Parent and Acquisition Sub shall not have the Company and the Merger may be abandoned at right to terminate this Agreement pursuant to this Section 6.01(c)(i) if then in material breach of any time prior to the Effective Timeof representation, before warranty, covenant or after the approval agreement contained in this Agreement; or (if necessaryii) of the issuance of the Parent Shares in connection with the Merger by the stockholders of By Parent, by any action of if the Board of Directors of Parent, if: Company (aA) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the Company of notice of such failure to comply; or (b) (i) the board of directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include the Company Board Recommendation in the Proxy Statement or shall have withdrawn, modified or changed (it being understood and agreed that any “stop-look-and-listen” communication by the Board of Directors of Company to the shareholders of Company pursuant to Rule 14d-9(f) of the Exchange Act, or any similar communication to the shareholders of Company in connection with the commencement of a tender offer or exchange offer containing the substance of a “stop-look-and-listen” communication pursuant to Rule 14d-9(f), shall not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement) the board of directors Company Board Recommendation in any manner adverse to the Transactions, to Parent or to Acquisition Sub, or shall have resolved to effect any of the foregoing, or (B) shall have approved or recommended to the shareholders of Company any Acquisition Proposal other than the Transactions contemplated hereby, or shall have resolved to effect any of the foregoing; or (C) shall have failed to call, convene and hold the Shareholders Meeting or a failed to prepare and mail to its shareholders the Proxy Statement in favor accordance with this Agreement; or (D) Company Board of adoption Directors shall have approved any transaction (other than the Transactions) to render inapplicable to such transaction the provisions of the Rights Agreement or any restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including, without limitation, Sections 180.1130 through 180.1150, inclusive, of the WBCL) or any restrictive provision of any applicable anti-takeover provision in Company’s Articles of Incorporation or By-Laws; or (iii) By Parent, if since the date of this Agreement, there shall have been any event, condition, change or development, or worsening of any existing event, condition, change or development, that, individually or in combination with any other event, condition, change, development or worsening thereof, has had or could reasonably be expected to have a Material Adverse Effect; provided, however, that Parent shall not have the right to take any such action or to terminate this Agreement pursuant to this Section 6.01(c)(iii), and any purported termination pursuant to this Section 6.01(c)(iii) shall be void and of no force or effect, unless prior to any such termination (iii1) Parent has provided Company with written notice not later than 15 days prior to such termination stating that it intends to terminate this Agreement pursuant to this Section 6.01(c)(iii) and specifying in reasonable detail the board of directors basis for its intention to do so, and (2) during the five Business Day period following the delivery of the notice referred to in clause (1), Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved is unable to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57cure such Material Adverse Effect.

Termination by Parent. This Agreement may also be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if: (a) if (i) the Company Board shall have breached withdrawn, modified or failed amended in any manner adverse to perform Parent or Merger Sub any of its recommendations described in Section 4.1(a) hereof, (ii) the Company or the Company Board shall have approved, recommended or entered into an agreement, arrangement or understanding with respect to, or consummated, any Acquisition Proposal from a Person other than Parent or any of its affiliates, (iii) the Company Board in response to such Acquisition Proposal, shall not have recommended rejection of such Acquisition Proposal within ten Business Days of commencement of such Acquisition Proposal or of any request by the Parent to do so, or (iv) resolved to do any of the covenants actions described in (i), (ii) or (iii) of this Section 6.2(a) or publicly announced its intention to do any of such actions; or (b) upon a material breach of any covenant or agreement (other agreements contained than Section 4.4) on the part of the Company set forth in this Agreement, or if (i) any representation or warranty of the Company set forth herein that is qualified as to materiality or Material Adverse Effect shall have become untrue, in either case such that untrue or (iii) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as any such representation or warranty of the Company that is not so qualified shall have become untrue and in any material respect, if such false representation or warranty (iitogether with any other false representations or warranties) would be reasonably be expected to have a Material Adverse Effect on the Company (each, a "Terminating Company Breach"); provided, however, that, if such breach or failure to be true has not been or Terminating Company Breach is incapable reasonably capable of being cured within twenty (20) business days following receipt by the Company of no later than ten calendar days after Parent has furnished the Company with written notice of such failure Terminating Company Breach through the exercise of reasonable best efforts, so long as the Company continues to complyexercise such reasonable best efforts, Parent may not terminate this Agreement under this Section 6.2(b) prior to the expiration of such ten-day period; or (bc) (i) the board upon a breach of directors any provision of Section 4.4 by the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, (iii) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf Representative of the Company. 57.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by holders of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, by any action of the Board of Directors of Parent, if: : (a) the Company shall have breached or failed to perform comply in any material respect with any of the covenants or other agreements contained in this AgreementAgreement to be complied with or performed by the Company at or prior to such date of termination, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or which failure to be true comply has not been or is incapable of being cured within twenty five (205) business days following receipt by the Company breaching party of notice of such failure to comply; or (b) any representation or warranty of the Company contained in this Agreement shall not be true in all material respects when made or, if a representation or warranty relates to a particular date, shall not be true in all material respects as of such date (provided such breach is capable of being cured and has not been cured within five (5) business days following receipt by the breaching party of notice of the breach) or on and as of the Effective Time as if made on and as of the Effective Time; or (c) (i) the board Board of directors Directors of the Company amends, withholds or any committee thereof, shall have withdrawn or modified withdraws its recommendation of the Merger in a manner adverse to Parent or Merger Sub or shall have resolved or publicly announced or disclosed to any third party its approval intention to recommend or recommendation of the Merger enter into an agreement or this Agreementany agreement in principal with respect to an Acquisition Proposal (or a proposal or offer therefor), or (ii) the Merger is not submitted to the Company's stockholders as contemplated by this Agreement (provided that Parent is not in material breach of the terms of this Agreement and this Agreement has not otherwise been terminated pursuant to this Article VIII), or (iii) a tender offer or exchange offer for twenty percent (20%) or more of the outstanding the Company Shares shall have been commenced or a registration statement with respect thereto shall have been filed (other than by Parent of an affiliate thereof) and the Board of Directors of the Company shall have failed to include in (A) recommended that the Proxy Statement the recommendation of the board of directors stockholders of the Company tender their shares in favor of adoption of this Agreement, (iii) the board of directors of the Company such tender or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in violation of SECTION 6.3, (v) the board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing exchange offer or (viB) any Company Acquisition Proposal is consummated or an agreement publicly announced its intention to take no position with respect to any Company Acquisition Proposal is validly signed on behalf of the Company. 57such tender offer.