Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 such tender or exchange offer or, within ten (10) business days after the commencement of 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 (A) 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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, (fiii) at any time after the end of ten (10) 10 business days following receipt of an Acquisition Proposal, the Company Company’s 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, (giv) a tender offer or exchange offer for outstanding Shares 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 of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) 10 business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, or (hv) the Company shall have materially breached any of its obligations under Section 6.2; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAgreement (other than Section 6.2), 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 (A) within 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 the Merger in the time contemplated by the Agreement, and, in any event, prior to the Termination Date (unless such failure is due to a permanent injunction of this Agreement within twentya Governmental Entity that is final and non-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companyappealable), (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 of Company 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 such tender or exchange offer or, within ten (10) business days at any time after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board of directors of the Company makes a statement with respect to such offer pursuant to Rule 14d-9 of the Exchange Act (other than Rule 14d-9(f) of the Exchange Act) (it being understood that a “stop, look and listen” statement made pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed a Change of Recommendation) and fails to recommend unequivocally against acceptance that shareholders of the Company not tender any of their shares into such offer, offer or (hd) 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 Section 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ax) 30 calendar days after written notice thereof is given by Parent to the Company or and (By) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time by action Purchase Date, before or after the approval of the board Agreement by the stockholders of directors of Parent the Company, by Parent, if (a) the board Board of directors Directors of the Company shall have made (i) withdrawn or modified in a Change of Recommendation, (b) the Company shall have failed manner adverse 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 Parent or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 Purchaser its approval or recommendation of this Agreement and Agreement, the Offer or the Merger as promptly as practicable (but in any event or failed to reconfirm its approval or recommendation within five (5) business days) days after receipt of any a written request to do so from Parentso, (gii) approved or recommended, or proposed publicly to approve or recommend, a tender offer or exchange offer third-party Company Takeover Proposal to the Company's stockholders, (iii) caused the Company to take any action referred to in Section 5.2 that would have constituted a breach thereof but for outstanding Shares shall have been publicly disclosed the exceptions thereunder, including without limitation authorizing the Company to enter into a Company Acquisition Agreement, (other than by Parent or an Affiliate of Parentiv) and approved the board of directors breach of the Company recommends that the shareholders Company's obligation under Section 5.2, or (v) resolved to take any 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 of directors fails to recommend unequivocally against acceptance of such offerforegoing actions, (hb) there has been a material breach of any representation, warranty, covenant or agreement made by the Company of any representation or warranty contained 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 Agreement which is not curable or, if curable, is not cured prior to by December 31, 1999 and such breach had or would have a Company Material Adverse Effect, (c) there has been a material breach of any of the earlier covenants set forth in this Agreement on the part of (A) 30 the Company, which breach is not curable or, if curable, is not cured within five days after written notice thereof of such breach is given by Parent to the Company or (Bd) two business days prior to any Person or group (as defined in Section 13(d)(3) of the Termination DateExchange Act) other than the Parent, Purchaser 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 any of their respective Affiliates shall have failed to waive irrevocably become the condition set forth in Section 7.3(c) within beneficial owner of more than 10% of the seventy-two (72) hour period referred to in Section 6.12(c)shares.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date, whether or not the Parent Stockholder Approval has been obtained, by action of the board of directors of Parent Parent, if (a) 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a material breach of any representation, warranty, covenant or agreement made by the Company of any representation or warranty contained 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 Agreement which is not curable or, if curable, is not cured prior to the earlier of (A) 30 within 15 calendar days after written notice thereof of such breach is given by Parent to the Company and such breach had or could reasonably be likely to have a Company Material Adverse Effect, (Bb) two business there has been a material breach of any of the 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 prior after written notice of such breach is given by Parent to the Termination DateCompany, (c) the Board of Directors 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 any committee thereof of the Company shall have (i) withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or failed to waive irrevocably 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 condition set forth Stockholders, or (iii) authorized or caused the Company to enter into a Company Acquisition Agreement, or (iv) resolved to take any of the foregoing actions, (d) the Company or any of its officers, directors, employees, representatives or agents shall have taken any of the actions proscribed by Section 5.2 in Section 7.3(ca manner that constitutes a material breach thereof, or (e) within the seventy-two (72) hour period referred to in Section 6.12(c)Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 ten (510) business days) days after receipt of any written request to do so from Parent), (gd) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock 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 such tender or exchange offer orand, within ten (10) business days at any time after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board of directors comments on such offer (other than a “stop, look and listen” statement made pursuant to Rule 14d-9(f) of the Exchange Act) and fails to recommend unequivocally against acceptance that stockholders of the Company not tender any of their shares into such offer, offer or (he) 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 within the earlier of (Ax) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (By) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger and the Bank Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 Merger prior to the Proxy Statement is mailed to shareholders of the Companytime required by Section 6.4, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 (i) within five three (53) business days) Business Days after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for the outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and and, prior to the board earlier of directors (x) the date prior to the date of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten Shareholders’ Meeting and (10y) business days three (3) Business Days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, offer or (he) 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 within the earlier of (Ax) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (By) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Unless the Offer shall have been consummated, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by holders of Shares, by action of the board Board of directors Directors of Parent Parent, if (ax) the board of directors of the Company shall have made a Change of Recommendation, (bi) the Company shall have breached or 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 perform in any material respect any of their obligations under Section 6.2its covenants or agreements hereunder (other than any immaterial covenants or agreements) or (ii) a representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall thereafter become inaccurate, except for such inaccuracies which, when taken together (fin each case without regard to any qualification as to materiality or a Material Adverse Effect contained in the applicable representations and warranties) at would not reasonably be likely to have a Material Adverse Effect, and, with respect to any time such breach, failure to perform or inaccuracy that can be remedied, the breach, failure or inaccuracy is not remedied within 15 business days after the end giving of ten written notice of such breach, failure or inaccuracy to the Company; or (10y) business days following receipt the Board of an Acquisition Proposal, Directors of the Company board of directors shall have failed withdrawn or modified in any manner adverse to reaffirm Parent or Merger Sub its approval or recommendation of the Offer, this Agreement and or the Merger as promptly as practicable (but in or shall have adopted or recommended any event within five (5) business days) after receipt Acquisition Proposal, or the Board of any written Directors of the Company, upon request to do so from by Parent, (g) a tender offer shall fail to reaffirm such approval 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 such tender or exchange offer or, recommendation within ten (10) 10 business days after the commencement of 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 Agreementrequest if an Acquisition Proposal is pending, or any such representation and warranty shall have become untrue after resolved to do any of 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 (A) 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)foregoing.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 reasonably practicable (but in any event within five three (53) business days) days after receipt of any written request to do so from Parent), (gc) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and and, prior to the board earlier of directors (i) the date prior to the date of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten Stockholders Meeting and (10ii) eleven (11) business days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board of directors fails to recommend unequivocally against acceptance of such offer, offer or (hd) 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 within the earlier of (Ai) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (Bii) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Offer and Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of Parent if (ai) the board Board of directors 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 withdrawn or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 adversely modified its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event or failed to reconfirm its recommendation of this Agreement 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 such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails a written request by Parent to recommend unequivocally against acceptance of such offerdo so, (hii) there has been a breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement that is qualified as to materiality or there has been a material breach of any other representation, warranty, covenant or agreement contained in this Agreement, or in any such representation and warranty shall have become untrue after the date of this Agreement, such case 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 (A) within 30 calendar days after written notice thereof of such breach is given by Parent to the Company or (B) two business days prior to the Termination Dateparty committing such breach, or (iiii) Parent delivers on a scheduled expiration date all conditions to Newco's obligation to accept for payment and pay for Shares pursuant to the Company a notice Offer shall have been satisfied or waived other than the Minimum Condition and Newco terminates the Offer without purchasing Shares pursuant to the Offer, provided that the satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Offer, or (iv) Newco shall have otherwise terminated the Offer in accordance with Section 6.12(c) advising the Company that terms of this Agreement, including Annex A, without purchasing shares pursuant to the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Offer.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have -42- Made a Change of Recommendation, (ii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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, (fiii) 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 daysBusiness Days) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares 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 of the Company recommends that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, ; (hb) 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 (A) within 30 days after written notice thereof is given by Parent to the Company; or (c) if the Company or any of the other Persons described in Section 6.2 as a Representative of the Company shall take any of the 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) two business days prior to the Termination Date, or (iC) Parent delivers to of the Company a notice in accordance with Section 6.12(c) advising proviso under the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition conditions set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)therein.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of Parent if (a) the board of directors of there has been a material breach by the Company shall have made a Change of Recommendationany 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 breach is given by Parent to the party committing such breach; (b) the Board of Directors of the Company shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which Merger in the Proxy Statement is mailed to shareholders or shall have withdrawn or modified its recommendation of the Company, Merger; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any Directors of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have approved or recommended to the stockholders of the Company an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have been announced or otherwise publicly known and the Board of Directors of the Company shall have (A) failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any recommend against acceptance of such Alternative Transaction by 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 shareholders within ten (10) business days following receipt of an Acquisition Proposal, delivery of a written request from the Company board of directors shall have Parent for such action or (B) failed to reaffirm reconfirm its approval or and recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby within ten (but in any event within five (510) business days) after receipt days of any delivery of a written request to do so from Parent, the Parent for such action or (ge) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed is commenced (other than by the Parent or an Affiliate of the Parent) and the board Board of directors Directors of the Company recommends that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant offer 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 takes no position with respect to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)acceptance thereof.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of Parent if (a) the board of directors of there has been a material breach by the Company shall have made a Change of Recommendationany 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 breach is given by Parent to the party committing such breach; (b) the Board of Directors of the Company shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which Merger in the Proxy Statement is mailed to shareholders or shall have withdrawn or modified its recommendation of the Company, Merger; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any Directors of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have approved or recommended to the stockholders of the Company an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have been announced or otherwise publicly known and the Board of Directors of the Company shall have (A) failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any recommend against acceptance of such Alternative Transaction by 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 shareholders within ten (10) business days following receipt of an Acquisition Proposal, delivery of a written request from the Company board of directors shall have Parent for such action or (B) failed to reaffirm reconfirm its approval or and recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby within ten (but in any event within five (510) business days) after receipt days of any delivery of a written request to do so from Parent, the Parent for such action or (ge) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed is commenced (other than by the Parent or an Affiliate of the Parent) and the board Board of directors Directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, 49 within ten (10) business days after the commencement of 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 offer 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 takes no position with respect to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)acceptance thereof.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) the board Company Board of directors of the Company Directors 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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, and prior to the date that the Company board Stockholder Vote has been obtained, after receipt of directors a reasonable written request to do so from Parent or U.S. Parent 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 ParentBusiness Days), (gc) a tender offer or exchange offer for outstanding Shares shares of the Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and and, prior to the board earlier of directors (x) the date prior to the date of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten Stockholders Meeting and (10y) business days 11 Business Days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board Board of directors Directors fails to recommend unequivocally against acceptance of such offer, offer or (hd) 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(a6.2(a) or 7.2(bSection 6.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ax) 30 days after written notice thereof is given by Parent to the Company or and (By) two business days prior to the Outside 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 Company’s 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 ten (510) business days) days after receipt of any reasonable written request to do so from Parent), (gc) a tender offer or exchange offer for outstanding Shares shares of the Company’s common stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and and, prior to the board earlier of directors (x) the date prior to the date of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten Stockholders Meeting and (10y) eleven (11) business days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company Company’s board of directors fails at that time or at any time thereafter to recommend unequivocally against acceptance of such offer, offer or (hd) 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 within the earlier of (Ax) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (By) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated by Parent and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent Time, if (a) the board of directors of the Company shall have made a Change of Recommendation, (bi) 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 perform in any material respect any of their its obligations under Section 6.2this Agreement to be performed at or prior to such date of termination, which failure to perform is not cured, within 30 days after the receipt by the Company of written notice of such failure or a longer period of time if Company is diligently pursuing such cure, (fii) at any time breach of a representation or warranty of the Company contained in this Agreement shall have occurred that would cause the condition set forth in Section 7.3(a) not to be satisfied; provided, that such failure to satisfy such condition is not cured, within 30 days after the end of ten (10) business days following receipt of an Acquisition Proposal, by the Company board of directors shall have failed to reaffirm written notice of such failure or a longer period of time if the Company is diligently pursuing such cure, (iii) the Board of Directors of the Company withdraws or materially modifies or changes its approval or recommendation of this Agreement and or the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request a manner adverse to do so from ParentParent or Newco, (giv) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held or any adjournment or postponement thereof, (v) any Person (other than Parent or its Affiliates) acquires or becomes the beneficial owner of 20% or more of the outstanding Shares or assets of the Company Parties or (vi) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) is commenced and the board Board of directors Directors of the Company recommends that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant tender offer or agreement made exchange offer 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 (A) 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)its Shareholders.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by the stockholders of the Company referred to in Section 6.1(a), by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors of the Company Board shall have made withdrawn, modified in a Change of Recommendation, (b) the Company shall have manner adverse to Parent or failed to take a vote of shareholders on approval of this Agreement reconfirm 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 (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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) five business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm after written request from Parent its approval or recommendation of this Agreement, the Option Agreement, the Support Agreement and or the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request or other transactions contemplated hereby and thereby or shall have recommended an Alternative Proposal to do so from Parentthe Company stockholders, (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 such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hb) there has been a breach of any representation(without regard to materiality, warranty, covenant Company Material Adverse Effect or agreement made similar qualifiers) by the Company of any representation or warranty contained in this Agreement, or by the Company of any such representation and or warranty shall have become untrue after contained in the date Option Agreement or by any Shareholder of this any representation or warranty contained in the Support Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof of such breach is given by Parent to the Company or (B) two business days prior to the Termination breaching Shareholder, as appropriate; provided that such breach, if occurring or continuing on the Closing Date, would constitute, individually or (i) Parent delivers to in the Company a notice in accordance aggregate with Section 6.12(c) advising other such breaches, the Company that failure of the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition conditions set forth in Section 7.3(c6.3(a)(ii), or (c) there has been a material breach of any of the covenants or agreements set forth in this Agreement or the Option Agreement on the part of the Company, or any of the covenants or agreements set forth in the Support Agreement by any Shareholder, which breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Parent to the seventy-two (72) hour period referred to in Section 6.12(c)Company or the breaching Shareholder, as appropriate.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) 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 stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 ProposalProposal and a written request by Parent to do so, 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 (i) within five (5) business days) days after receipt of any the written request to do so from Parent), (gd) a tender offer or exchange offer for outstanding Shares 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 of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, prior to the earlier of (x) the date prior to the date of the Stockholders Meeting and (y) either (A) within ten (10) business days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act or (B) at any time thereafter, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (he) 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 within the earlier of (Ax) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (By) 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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (aa)(i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (ciii) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted of the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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 within 48 hours after the later of (but in any event within five (5A) the fifteenth business days) after day following the receipt of any written an Acquisition Proposal, if the Company has received Parent's request therefor on or prior to do so from 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 (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and (A) the Company board of directors of the Company recommends that the shareholders 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, or (B) the Company board of directors fails to recommend unequivocally against acceptance of such offertender 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 (hy) 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 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 (A) within 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors management of Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders Shareholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal Termination Date or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) 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, (fiii) at any time after the end of ten (10) business days 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 three (53) business daysDays) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares 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 of the Company recommends that the shareholders Shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days Business Days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, ; or (hb) 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 (A) within 30 days after written notice thereof is given by Parent to the Company or (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 failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.