Common use of Termination by Purchaser Clause in Contracts

Termination by Purchaser. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by Purchaser: (a) if there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue following the date of this Agreement, in either case such that the conditions in Section 4.3(a) or Section 4.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) thirty days after the giving of notice thereof by Purchaser to the Company describing such breach or failure and stating Purchaser’s intention to terminate this Agreement and (ii) three Business Days prior to the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 6.4(a) shall not be available to Purchaser if its breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of the failure of a condition to the consummation of the transactions contemplated by this Agreement or if the Company has the right to terminate this Agreement pursuant to Section 6.3(a); (b) if the Company Board shall have effected a Change of Recommendation; or (c) if the Company shall have committed a material breach of Section 5.8.

Termination by Purchaser. This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the board of directors of Purchaser: , if (ax) if there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue following failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of this Agreement, in either case such that the conditions in Section 4.3(a) termination which failure is incapable of being cured or Section 4.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within by the earlier to occur of (i) thirty 10 days after the giving of written notice thereof to the Company and the scheduled expiration date of the Offer, (y) the Board of Directors shall have withdrawn or modified in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors shall fail to reaffirm such approval or recommendation within 10 business days after a request by Purchaser to the Company describing such breach do so, or failure and stating Purchaser’s intention shall have resolved to terminate this Agreement and (ii) three Business Days prior to the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 6.4(a) shall not be available to Purchaser if its breach of do any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of the failure of a condition to the consummation of the transactions contemplated by this Agreement foregoing, or if the Company has the right to terminate this Agreement pursuant to Section 6.3(a); (bz) if the Company Board or any of the other persons or entities described in Section 7.2 shall have effected a Change of Recommendation; or (c) if take any actions that would be proscribed by Section 7.2 but for the Company shall have committed a material breach exception contained in the proviso to the first sentence of Section 5.8.7.2 allowing certain actions to be taken in response to an unsolicited bona fide Acquisition Proposal. 20

Termination by Purchaser. This Agreement may be terminated and by ------------------------ Purchaser at any time prior to the transactions contemplated time Purchaser purchases Shares pursuant to the Offer by action of the Board of Directors of Purchaser, if (x) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement may to be abandoned by Purchaser: (a) if there has been a breach of any representation, warranty, covenant complied with or agreement made performed by the Company, and which failure shall not have been cured prior to the earlier of (A) 5 business days following the giving of written notice to the Company set forth in this Agreementof such failure or (B) the business day prior to the date on which the Offer is then scheduled to expire, or if any representation or warranty (y) the Board of Directors of the Company shall have become untrue following amended or modified in a manner adverse to Purchaser its approval or recommendation of the date of this AgreementOffer, in either case shall have withdrawn such that the conditions in Section 4.3(a) recommendation or Section 4.3(b) would not be satisfied (and such breach shall have, approved or failure to be true and correct is not curable prior to the Outside Daterecommended any other Acquisition Proposal, or if curable prior shall have resolved to the Outside Date, has not been cured within the earlier of (i) thirty days after the giving of notice thereof by Purchaser to the Company describing such breach or failure and stating Purchaser’s intention to terminate this Agreement and (ii) three Business Days prior to the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 6.4(a) shall not be available to Purchaser if its breach of do any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of the failure of a condition to the consummation of the transactions contemplated by this Agreement foregoing, or if the Company has the right to terminate this Agreement pursuant to Section 6.3(a); (bz) if the Company or any of the other persons or entities described in Section 3.2 shall take any actions that would be proscribed by Section 3.2 but for the exception therein allowing certain actions to be taken by the Company's Board shall have effected a Change of Recommendation; or (c) Directors after consultation with outside counsel if the Company shall have committed a material breach of Section 5.8necessary to comply with its fiduciary obligations under applicable law.

Termination by Purchaser. This Agreement may be terminated and the transactions contemplated by this Agreement Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the board of directors of Purchaser: , if (ax) if there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue following failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of this Agreement, in either case such that the conditions in Section 4.3(a) termination which failure is incapable of being cured or Section 4.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within by the earlier to occur of (i) thirty 10 days after the giving of written notice thereof to the Company and the scheduled expiration date of the Offer, (y) the Board of Directors shall have withdrawn or modified in a manner adverse to Purchaser or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or the Board of Directors shall fail to reaffirm such approval or recommendation within 10 business days after a request by Purchaser to the Company describing such breach do so, or failure and stating Purchaser’s intention shall have resolved to terminate this Agreement and (ii) three Business Days prior to the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 6.4(a) shall not be available to Purchaser if its breach of do any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of the failure of a condition to the consummation of the transactions contemplated by this Agreement foregoing, or if the Company has the right to terminate this Agreement pursuant to Section 6.3(a); (bz) if the Company Board or any of the other persons or entities described in Section 7.2 shall have effected a Change of Recommendation; or (c) if take any actions that would be proscribed by Section 7.2 but for the Company shall have committed a material breach exception contained in the proviso to the first sentence of Section 5.87.2 allowing certain actions to be taken in response to an unsolicited bona fide Acquisition Proposal.