Common use of Termination by the Company Clause in Contracts

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Amended Agreement may be terminated and by the Mergers may be abandoned at any time prior Company upon written notice to the First Effective Time Advisor and no Termination Fee shall be due and payable by action of the Board of Directors of the Company ifto the Advisor under the following circumstances: (a) upon the Board Advisor’s conviction (including a plea or nolo contendere) by a court of Directors competent jurisdiction of Parent shall have made a Parent Change felony; (b) if the Advisor commits an act of fraud against the Company, converts the funds of the Company or acts in Recommendationa manner constituting gross negligence in the performance of the Advisor’s material duties under this Amended Agreement (including a failure to act); provided, however, that the Company will not have the right to terminate this Amended Agreement pursuant to if any fraud, conversion or actions or omissions described in this Section 7.03(a12.3(b) if are caused by an employee or an officer of the Parent Requisite Vote has been obtainedAdvisor or an Affiliate of the Advisor and the Advisor takes all reasonable necessary and appropriate action against that person and cures the damage incurred by the Company within 45 days of the Advisor’s actual knowledge of the commission or omission; (c) a Bankruptcy Event occurs with respect to the Advisor; or (bi) there has been upon the entry by a court of competent jurisdiction of a final non-appealable order awarding monetary damages to the Company based on a finding that the Advisor committed a material breach or default of any representationa material term, warrantycondition, obligation or covenant or agreement made by Parent or the Merger Subs in of this Amended Agreement, which breach or any such representation and warranty shall have become untrue after default had a Material Adverse Effect, but only where the Advisor fails to pay the monetary damages in full within sixty (60) days of the date when the monetary judgment becomes final and non-appealable. For the avoidance of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable ordoubt, if curablethe Advisor pays the monetary judgment in full within sixty (60) days of the judgment becoming final and non-appealable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 Amended Agreement. Notwithstanding the above, if the Advisor notifies the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth Advisor is unable to pay any judgment for monetary damages in Sections 6.02(a) or 6.02(b) would full within 60 days of when the judgment becomes final and non-appealable, the Company may not be satisfied (unless capable terminate this Amended Agreement if, within the 60-day period, the Advisor delivers a promissory note to the Company having a principal amount equal to the unpaid balance of being cured within 30 days)the judgment and bearing interest at 8.00% per annum, which note shall mature on the 12 month anniversary of the date that the court’s judgment becomes final and non-appealable. The Company may terminate this Amended Agreement if the Advisor fails to pay all principal and interest due under the note by the maturity date of the note. (cii) at Prior to initiating any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from Proceeding claiming a material breach of this Agreement, (ii) concurrently with or default by the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such terminationAdvisor, the Company pays shall give written notice of the default or breach to Parent the Advisor specifying the nature of the default or breach and providing the Advisor with an opportunity to cure the default or breach within no less than sixty (60) days of notice, or if the default or breach is not reasonably susceptible to cure within sixty (60) days, an additional cure period as is reasonably necessary to cure the default or breach so long as the Advisor is diligently and in immediately available funds any fees required to be paid pursuant to Section 7.05(b)good faith pursuing the cure.

Termination by the Company. This Agreement The Company may terminate Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, a termination shall be terminated and considered to be for “Cause” if it occurs in conjunction with a determination by the Mergers may be abandoned at Board that any time prior to the First Effective Time by action of the Board of Directors of the Company iffollowing has occurred: (ai) Executive’s conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; (ii) Executive’s misconduct or gross negligence in connection with the Board performance of Directors his duties hereunder, including a violation of Parent shall have made a Parent Change the Company’s written policies or Code of Conduct and Ethics; (iii) Executive’s engaging in Recommendation; providedany fraudulent, howeverdisloyal or unprofessional conduct which is, that or is likely to be, injurious to the Company, its financial condition, or its reputation; (iv) Executive’s failure to perform his duties with the Company will (other than any such failure resulting from Executive’s Disability); (v) Executive’s failure to meet performance standards which may be agreed upon by Executive and the Company in writing from time to time (with the understanding that failure to meet the performance criteria established with respect to an Annual Bonus alone shall not have the right to terminate constitute Cause for purposes of this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtainedAgreement); or (bvi) there has been a Executive’s breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs covenants set forth in Section 12 of this Agreement, or material breach of any such representation and warranty shall have become untrue after the date other provisions of this Agreement. If the Company determines that it has grounds to terminate Executive’s employment for Cause pursuant to the provisions of clauses (iv), (v), or (vi) of this subsection (c), then it will first deliver to Executive a written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate his employment for Cause, and Executive will have 30 days after the receipt of such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of cease such actions or otherwise correct any such failure or breach. If Executive does not cease such actions or otherwise correct such failure or breach within such 30-day period, or failure by the earlier of (x) the 30th day following having once received such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representationsceased such actions or corrected such failure or breach, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) Executive at any time prior thereafter again so acts, fails, or breaches, the Company may terminate his employment for Cause immediately. The Company may terminate Executive’s employment without Cause, or for Cause pursuant to the Company Requisite Vote being obtained, provisions of clauses (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement), (ii) concurrently with the termination of this Agreement), the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and or (iii) prior to or concurrently with such terminationof this subsection (c), the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)immediately.

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, before or after the approval by action stockholders of the Company, (i) in the event of a material breach by Parent or Newco of any covenant or agreement contained in this Agreement which, by its nature, cannot be cured prior to the Closing or which has not been cured within 30 days after the giving of written notice to Parent of such breach, (ii) in the event of an inaccuracy of any representation or warranty of Parent or Newco contained in this Agreement which, by its nature, cannot be cured prior to the Closing or which has not been cured within 30 days after the giving of written notice to the Company of such inaccuracy and which inaccuracy, in either case, would cause the conditions set forth in Section 7.3(a) not to be satisfied, (iii) in the event that any of the conditions precedent to the obligations of the Company to consummate the Merger cannot be satisfied or fulfilled by the date set forth in Section 8.2(ii) of this Agreement, provided that the failure of such conditions to be so satisfied shall not be as a result of the Company's failure to fulfill its material obligations under this Agreement, or (iv) prior to the Company Stockholders Meeting, the Board of Directors of the Company if: has (ay) withdrawn or modified or changed its recommendation or approval of this Agreement in a manner adverse to Parent and Newco in order to approve and permit the Company to execute a definitive agreement relating to an Alternative Proposal and (z) determined, based on the advice of outside legal counsel to the Company, that the failure to take such action as set forth in the preceding clause (y) would be reasonably likely to result in breach of the Board of Directors of Parent shall have made a Parent Change in RecommendationDirector's fiduciary duties under applicable law; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes shall have been advised by such outside counsel that notwithstanding a binding commitment to consummate an agreement of the Companynature of this Agreement entered into in the proper exercise of their applicable fiduciary duties, such fiduciary duties would also be reasonably likely to require the extent permitted directors to terminate this Agreement as a result of such Alternative Proposal; provided, further, that the Company shall immediately advise Parent following the receipt by it of any Alternative Proposal and subject to complying with the terms details thereof, and advise Parent of Section 5.02, to enter into an Alternative Company Acquisition Agreement any developments with respect to a Company Superior such Alternative Proposal that did not result from a material breach of this Agreement, (ii) concurrently with immediately upon the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)occurrence thereof.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned (a) at any time prior to the First Effective Time Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured by the 30th day following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Datefailure; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.3(a) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (cb) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.026.2, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.026.2, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b8.5(b).

Termination by the Company. This Agreement The Company may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant and the Executive’s employment by the Company upon notice to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orExecutive (or Executive’s personal representative): (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (ci) at any time prior and for any reason; (ii) upon the death of the Executive, in which case this Agreement shall terminate immediately; provided that, such termination shall not prejudice any benefits payable to the Company Requisite Vote being obtained, Executive’s spouse or beneficiaries which are fully vested as of the date of death; (iiii) if the Board of Directors Executive is “permanently disabled” (as defined herein), in which case this Agreement shall terminate immediately; provided that, such termination shall not prejudice any benefits payable to the Executive, the Executive’s spouse or beneficiaries which are fully vested as of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms date of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement. For purposes of this Agreement, the Company, subject Executive shall be considered “permanently disabled” when a qualified medical doctor mutually acceptable to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays and the Executive or the Executive’s personal representative shall have certified in writing that: (A) the Executive is unable, because of a medically determinable physical or mental disability, to Parent perform substantially all of the Executive’s duties, with or without a reasonable accommodation, for more than one hundred and eighty (180) calendar days measured from the last full day of work; or (B) by reason of mental or physical disability, it is unlikely that the Executive will be able, within one hundred and eighty (180) calendar days, to resume substantially all business duties and responsibilities in immediately available funds which the Executive was previously engaged and otherwise discharge the Executive’s duties under this Agreement; (iv) upon the liquidation, dissolution or discontinuance of business by the Company in any fees required to manner or the filing of any petition by or against the Company under any federal or state bankruptcy or insolvency laws, which petition shall not be paid pursuant to Section 7.05(b).dismissed within sixty (60) days after filing; provided that, such termination shall not prejudice the Executive’s rights as a stockholder or a creditor of the Company; or

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) at any time prior to the Board Parent Requisite Vote having been obtained, (i) the board of Directors directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not (ii) Parent shall have the right failed to terminate this Agreement pursuant to this Section 7.03(a) if include the Parent Requisite Vote has been obtained; orRecommendation in the Joint Proxy Statement/Prospectus or (iii) Parent shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 6.3; (b) at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a), by action of the board of directors of the Company if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth Sections 6.03(a7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following written notice to Parent from the Company of such breach or failure by the earlier of and (xii) the 30th day following such written notice and date that is three (y3) Business Days prior to the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.3(b) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; or (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board board of Directors directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.026.2, to enter into an a Company Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.026.2, enters into an a Company Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any the fees required to be paid pursuant to Section 7.05(b)8.5.

Termination by the Company. This Subject to the other provisions of this Article IX, this Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company ifCompany: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub set forth in this Agreement, or if any such representation and or warranty of Parent or Merger Sub shall have become untrue after or incorrect following the date of this Agreement, in either case such that Sections 6.03(athe conditions in Section 8.3(a) or 6.03(bSection 8.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable orprior to the Outside Date, or if curablecurable prior to the Outside Date, is has not been cured following within the earlier of (i) thirty (30) days after the giving of written notice to Parent from the Company of such breach or failure by the earlier of (xCompany to Parent and Merger Sub specifying this Section 9.3(a) the 30th day following and describing such written notice breach or failure in reasonable detail and (yii) three Business Days prior to the Termination Outside Date), whether before or after the Requisite Company Vote has been obtained; provided that the Company shall not have the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 7.03 if 9.3(a) shall not be available to the Company is then if it has breached in breach of any of its representationsmaterial respect any representation, warrantieswarranty, covenants covenant or agreements under agreement set forth in this Agreement in a manner and such that breach shall have proximately caused the failure of the conditions set forth in Sections 6.02(aSection 8.2(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysSection 8.2(b).; or (cb) at any time prior to the time the Requisite Company Requisite Vote being obtainedis obtained subject to the Company’s compliance in all material respects with Section 7.2, in order for the (i) if Company Board to cause or permit the Board of Directors Company or any of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, ’s Subsidiaries to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, and/or (ii) concurrently with the termination of this Agreement, the Company, subject Company to complying with the terms of Section 5.02, enters enter into or cause a Subsidiary thereof to enter into an Alternative Company Acquisition Agreement providing for with respect to a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) Proposal, in each case so long as prior to thereto or substantially concurrently with such termination, therewith the Company pays or causes to be paid to Parent in by wire transfer of immediately available funds any fees the Termination Fee required to be paid pursuant to and in accordance with Section 7.05(b9.5 (it being understood that any purported termination of this Agreement pursuant to this Section 9.3(b) shall be null and void if the Company shall have not paid the Termination Fee pursuant to and in accordance with Section 9.5 prior to or substantially concurrently with such termination).

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Delta Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent Parent, Holdco or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by shareholders of the Company referred to in Section 7.1(a), by action of the Board board of Directors directors of the Company ifCompany: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(aIf (i) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of willfully breached any of its representations, warranties, covenants or agreements under the terms of this Agreement in a manner such that the conditions resulting in failure of a condition set forth in Sections 6.02(aSection 7.2(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days7.2(b). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination board of this Agreementdirectors of the Company approves entering into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies SBC in writing that the Company wishes to enter into such agreement, (iii) SBC does not make, within five business days of receipt of the Company's written notification of its desire to enter into a binding agreement for a Superior Proposal, subject an offer that the board of directors of the Company believes, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to complying the shareholders of the Company as the Superior Proposal, and that contains terms and conditions (other than with respect to type or amount of consideration) that do not differ materially from either the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach and conditions of this Agreement or the terms and conditions of the proposed agreement for such Superior Proposal and (iiiiv) the Company prior to or concurrently with such termination, the Company termination pays to Parent SBC in immediately available funds any fees required to be paid pursuant to Section 7.05(b)8.5. The Company agrees to notify SBC promptly if its desire to enter into a written agreement referred to in its notification shall change at any time after giving such notification. (b) If there has been a breach by SBC or Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement which (i) would result in a failure of a condition set forth in Section 7.3(a) or 7.3(b) and (ii) cannot be cured prior to the Extended Termination Date.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been is a breach by Parent of any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this Agreement, or any such representation and warranty shall have become untrue after the date Agreement that would give rise to a failure of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions condition set forth in Sections 6.02(aSection 7.03(a) or 6.02(b) would 7.03(b), which has not be satisfied been cured (unless or is not capable of being cured cured) within 30 days).days following receipt by Parent of written notice of such breach; or (cb) at any time prior to the approval of the Merger by the Required Company Requisite Vote being obtainedVote, (i) if the Board of Directors of the Company authorizes has provided written notice to Parent that the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, Company intends to enter into an Alternative a binding written agreement for a Superior Proposal (with such termination becoming effective upon the Company Acquisition Agreement entering into such binding written agreement); provided, however, that (i) the Company shall not have materially breached Section 6.02; (ii) the Company shall have (A) notified Parent in writing of its receipt of such Superior Proposal, (B) further notified Parent in writing that the Company intends to enter into a binding agreement with respect to a Company such Superior Proposal that did not result from and (C) attached the most current written version of such Superior Proposal (or a summary containing all material breach terms and conditions of this Agreement, such Superior Proposal) to such notice referred to in clause (iiB); (iii) concurrently provided Parent with an opportunity for a period of five (5) Business Days following delivery of the termination of this Agreement, the Company, subject notice referred to complying with in clause (B) to make such adjustments in the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach and conditions of this Agreement so that the transactions contemplated hereby will be at least as favorable to the stockholders of the Company as the Superior Proposal set forth in such notice, and provided Parent with access to Company personnel for the purpose of discussing such adjustments; (iv) Parent does not make, within five (5) Business Days after receipt of the Company’s written notice pursuant to clause (ii)(B) above, an offer that the Board of Directors of the Company shall have reasonably concluded in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized standing (including Wachovia Capital Markets, LLC), is as favorable to the stockholders of the Company as such Superior Proposal; and (iiiv) prior to or concurrently with such termination, the Company pays to Parent the Termination Fee in immediately available funds any fees required to be paid pursuant to accordance with Section 7.05(b8.06(c).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) at any time prior to the Effective Time, whether before or after the approval by shareholders of the Company referred to in Section 7.1(a),(i) the Board of Directors of Parent shall have made withdrawn or adversely modified its approval or recommendation of this Agreement or failed to reconfirm its recommendation of this Agreement within five business days after a Parent Change in Recommendation; provided, however, that written request by the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or do so or (bii) there has been a material breach by Parent or Merger Sub of any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such Agreement that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to Parent from the Company of such breach or failure is given by the earlier of Company to the party committing such breach; or (xb) (i) the 30th day following such written notice and (y) the Termination Date; provided that the Company Requisite Vote shall not have the right to terminate this Agreement pursuant to this Section 7.03 if been obtained, (ii) the Company is then not in breach of any of its representations, warranties, covenants or agreements under the terms of this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedAgreement, (iiii) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that did it intends to enter into such an agreement, (iv) Parent does not result make, within five business days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a material breach financial point of this Agreementview, (ii) concurrently with to the termination shareholders of this Agreementthe Company as the Superior Proposal, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iiiv) the Company prior to or concurrently with such termination, the Company termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)8.5. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (iii) of the last preceding sentence until at least the sixth business day after it has provided the notice to Parent required thereby and (y) to notify Parent promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification.

Termination by the Company. This If the Employee materially fails or refuses to observe the provisions of this Agreement or if the Company determines in its sole discretion that the Employee is not satisfactorily performing any of the duties required of the Employee under this Agreement, the Company shall give the Employee written notice of such failure or refusal and, if the Employee does not correct such failure or refusal within five (5) days after the giving of such notice, this Agreement may be terminated and by the Mergers may be abandoned at any time prior Company immediately upon written notice of such termination to the First Effective Time Employee and upon payment by action the Company to the Employee for all compensation accrued under this Agreement to the date of termination. In the event of the Board Employee's fraud, misappropriation or embezzlement of Directors funds or conviction for any crime punishable as a felony, the Company may terminate this Agreement immediately upon written notice of such termination to the Employee and upon payment by the Company to the Employee for all compensation accrued under this Agreement to the date of termination. In the event of a termination of the Employee's employment for cause in accordance with this Section 4.b, the Company shall have no further obligation to the Employee. However, termination of the Employee's employment for cause shall not terminate or extinguish the Employee's obligation or liability to pay to the Company or any of its affiliates any amount owed to them by the Employee, including, but not limited to, any amounts misappropriated, embezzled or otherwise obtained by the Employee by reason of any of the occurrences referred to in this Section 4.b without prejudice to any other rights or remedies of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change or its affiliates at law or in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)equity. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time Time, whether before or after the Company Stockholder Approval or the GameStop Stockholder Approval, by action written notice of the Company: (i) if either GameStop or Holdco (A) has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by GameStop or Holdco such that the closing condition set forth in Section 7.3(b) would not be satisfied, or (B) there exists a breach of any representation or warranty of GameStop or Holdco contained in this Agreement such that the closing condition set forth in Section 7.3(a) would not be satisfied and, in the case of both (A) and (B), such breach or failure to perform (1) is not cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured by GameStop by the Outside Date; (ii) if the Board of Directors of GameStop or any committee thereof has made a GameStop Adverse Recommendation Change; or (iii) if, prior to receipt of the Company if: Stockholder Approval, the Company (aA) the Board of Directors of Parent receives a Company Superior Proposal, (B) shall have made given GameStop a Parent Notice of Company Adverse Recommendation, and (C) shall have thereafter satisfied the conditions for making a Company Adverse Recommendation Change in Recommendationaccordance with Section 5.2(c); provided however, that such termination shall not be effective until such time as payment of the Company Termination Fee required by Section 8.3(b) shall have been made by the Company; provided, however, that the Company will not have the Company’s right to terminate this Agreement pursuant to under this Section 7.03(a8.1(d)(iii) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 available if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Section 5.2. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of the Company ifCompany: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that if (i) the Company will is not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a in material breach of any representationSection 6.2, warranty, covenant or agreement made by Parent or (ii) the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to been approved by the Company Requisite Vote being obtainedVote, (iiii) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that did it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iv) Parent does not result make, within five business days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a material breach financial point of this Agreementview, to the stockholders of the Company as the Superior Proposal and (iiv) concurrently with the termination of this Agreement, if so requested in writing by Parent prior to the Company, subject 's termination pursuant to complying with the terms of this Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination8.3(a), the Company prior to such termination pays to Parent in immediately available funds any the fees required to be paid pursuant to Section 7.05(b)8.5. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (iii) above until at least the sixth business day after it has provided the notice to Parent required thereby and (y) to notify Parent promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification. (b) if there is a breach by Parent or Merger Subsidiary of any representation, warranty, covenant or agreement contained in this Agreement that cannot be cured and would cause a condition set forth in Section 7.3(a) or 7.3(b) to be incapable of being satisfied.

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned abandoned: (a) at any time prior to the First Effective Time by action time the Company Requisite Vote is obtained, if (i) the Company is not in material breach of any of the Board terms of Directors this Agreement, (ii) the board of directors of the Company if: authorizes the Company, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (aiii) Parent does not make, within three business days of receipt of the Company’s written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the board of directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the shareholders of the Company as the Superior Proposal and (iv) the Board of Directors of Company prior to such termination pays to Parent shall have made a Parent Change in Recommendation; provided, however, immediately available funds any fees required to be paid pursuant to Section 8.5. The Company agrees (x) that the Company it will not have enter into the right binding agreement referred to terminate in clause (ii) above until at least the fourth business day after it has provided the notice to Parent required thereby, (y) to notify Parent promptly if its intention to enter into the written agreement referred to in its notification and (z) during such three day period, to negotiate in good faith with Parent with respect to any revisions to the terms of the transaction contemplated by this Agreement pursuant proposed by Parent in response to this Section 7.03(a) a Superior Proposal, if the Parent Requisite Vote has been obtainedany; or (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within 30 days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Parent. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifTime: (a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Directors Section 6.02 hereof, to enter into a definitive agreement in respect of Parent shall have made a Parent Change in RecommendationCompany Superior Proposal; provided, however, that the Company will not shall have the right to terminate this Agreement paid any amounts due pursuant to this Section 7.03(a10.06(a)(ii) if hereof in accordance with the Parent Requisite Vote has been obtainedterms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal; or (b) if, prior to the receipt of the Requisite Parent Vote, a Parent Adverse Recommendation Change shall have occurred (whether or not such Parent Adverse Recommendation Change is permitted by this Agreement); or (c) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by Parent on the part of Parent, US Holdco or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 9.03(a) or 6.03(b) Section 9.03(b), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable incapable of being cured by the End Date or, if curablecapable of being cured before the End Date, is has not been cured following by the Company within thirty (30) days after written notice has been given by Parent to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Dateto perform; provided provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 10.04(c) if the Company is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under obligation hereunder (it being understood and agreed that if the Company remedies any such breach, then it may terminate this Agreement in a manner pursuant to this Section 10.04(c) when such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysbreach has been so remedied). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) at any time prior to the Board of Directors of Company Stockholder Approval having been obtained, Parent shall have made entered into a Parent Change Acquisition Proposal or Parent shall have materially breached or shall have failed to perform in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this any material respect its obligations set forth in Section 7.03(a) if the Parent Requisite Vote has been obtained; or5.3; (b) at any time prior to the Effective Time, whether before or after the Company Stockholder Approval referred to in Section 6.1(a) is obtained, if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in Sections 6.03(a6.3(a) or 6.03(b6.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) 30 days following written notice to Parent from the Company of such breach or failure by the earlier of and (xii) the 30th day following such written notice and (y) date that is three Business Days prior to the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.3(b) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; or (c) at any time prior to the Company Requisite Vote being Stockholder Approval having been obtained, (i) if the Board of Directors of the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.025.2, to enter into an Alternative a Company Acquisition Agreement with respect to Proposal constituting a Company Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, Company enters into an Alternative a Company Acquisition Agreement providing for Proposal constituting a Company Superior Proposal that did not result from a material breach of this Agreement Proposal, and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid the Termination Fee pursuant to Section 7.05(b)7.5.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by the Company at any time prior to the First Effective Time Closing, notwithstanding the adoption of this Agreement by action the stockholders of Merger Sub or, other than in the Board case of Directors of paragraph (b) below, the Company ifCompany, by written notice to Parent: (a) the Board of Directors of if Parent or Merger Sub shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of breached any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this Agreement, or if any such representation and or warranty of Parent or Merger Sub shall have become untrue after the date of this Agreementuntrue, in each case, such that Sections 6.03(athe conditions set forth in Section 6.2(a) or 6.03(b) and Section 6.2(b), as the case may be, would not be satisfied and such breach or failure to be true is not curable or, if curable, incapable of being cured by the Outside Date or is not cured in accordance with the following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Dateproviso; provided provided, however, that the Company shall may not have the right to terminate this Agreement pursuant to this Section 7.03 7.3(a) unless any such breach or failure to be true has not been cured within twenty (20) days after written notice by the Company to Parent informing Parent of such breach or failure or if less than twenty (20) days prior to the Outside Date, by the Outside Date, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the Outside Date; and provided, further, that the Company may not terminate this Agreement pursuant to this Section 7.3(a) if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).any material respect; or (cb) at any time prior to the Company Requisite Vote being obtainedin accordance with, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying compliance with the terms of and conditions of, Section 5.025.4(c), in order to enter into an Alternative Company Acquisition Agreement a definitive agreement with respect to a Company Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid the Termination Fee pursuant to Section 7.05(b7.5(b).

Termination by the Company. This Agreement may be terminated terminated, and the Mergers Merger may be abandoned abandoned, by the Company: (a) at any time prior to the First Effective Time Time, if there has been a breach of any covenant or agreement made by action Topco, Parent or Merger Sub in this Agreement, or any representation or warranty of Topco, Parent or Merger Sub is inaccurate or becomes inaccurate after the Board date of Directors this Agreement, and such breach or inaccuracy would cause a failure of a condition set forth in Section 6.1 or Section 6.3 if the Closing were to occur at such time, and such breach or inaccuracy is not capable of being cured before the earlier of (i) the Outside Date and (ii) thirty (30) days following receipt by Topco, Parent or Merger Sub of written notice from the Company if: (a) the Board of Directors such breach or inaccuracy or, if such breach or inaccuracy is capable of Parent shall have made a Parent Change in Recommendationbeing cured within such period, it has not been cured within such period; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a7.3(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would will not be satisfied and such breach or failure available to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement as to cause or result in a manner such that either of the conditions set forth in Sections 6.02(aSection 6.2(a) or 6.02(bSection 6.2(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; (cb) at any time prior to the Company’s receipt of the Requisite Stockholder Approval, if the Company Requisite Vote being obtainedhas received a Superior Proposal that was not the result of a material breach of Section 5.3(a), in order for the Company to enter into a definitive agreement with respect to such Superior Proposal to the extent permitted by, and subject to the applicable terms and conditions of Section 5.3; provided that, (i) if prior to any such termination, the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement and (ii) the Company pays or causes to be paid to Parent (or one or more of Directors its designees) the Termination Fee pursuant to Section 7.5(b); or (c) (i) the Closing shall not have occurred on or before the date required by Section 1.2, (ii) all of the Company authorizes conditions to Closing set forth in Section 6.1 and Section 6.2 have been satisfied (excluding conditions that, by their terms, cannot be satisfied until the CompanyClosing, but each of which is capable of being satisfied or, to the extent permitted by applicable Law and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, waived by the Company at the Closing), (iiiii) concurrently with the termination of this Agreement, the Company, subject Company has certified to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal Parent and Merger Sub by irrevocable written notice that did not result from a material breach of if Parent performs its obligations under this Agreement and the Equity Financing is funded in accordance with the Equity Commitment Letter, then the Company is ready, willing and able to consummate and will consummate the Closing, (iiiiv) the Company gives Parent and Merger Sub written notice at least three (3) Business Days prior to or concurrently with such terminationtermination stating the Company’s intention to terminate this Agreement pursuant to this Section 7.3(c), and (v) Parent and Merger Sub fail to consummate the Company pays to Parent in immediately available funds any fees Closing by the date required to be paid pursuant to Section 7.05(b)1.2.

Termination by the Company. This Agreement may also be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifTime: (a) (i) if (A) any covenant or agreement of the Board Holdings or Merger Sub contained in this Agreement shall be materially breached, (B) any of Directors the representations and warranties of Parent Holdings or Merger Sub contained in this Agreement shall have made been inaccurate as of the date of this Agreement such that the condition set forth in Section 5.3(a) would not be satisfied (assuming that the phrase "date of this Agreement" is substituted for the phrase "Closing Date" contained in Section 5.3(a)), or (C) any of the representations and warranties of Holdings or Merger Sub contained in this Agreement shall have become inaccurate after the date of this Agreement such that the condition set forth in Section 5.3(a) would not be satisfied (each, a Parent Change in Recommendation"Terminating Holdings Breach"); and (ii) such Terminating Holdings Breach shall not have been cured by Holdings or Merger Sub within twenty (20) days of receipt of written notice of such Terminating Holdings Breach; or (b) if the Company Board approves a Superior Proposal; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a(A) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying complied with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, 4.4 and (iiB) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and may not be terminated pursuant to this Section 6.3(b) unless (iiix) prior to or concurrently with such termination, the Company pays to Parent Holdings the Termination Fee (as hereinafter defined) less any Expense Payment (as hereinafter defined) previously paid and (y) the Company shall have provided Holdings with at least five business days' advance notice of such termination and Holdings does not make, within four (4) business days of receipt of the Company's notification of its intention to terminate this Agreement, an offer that the Company Board determines, in immediately available funds any fees required good faith after consultation with its outside legal counsel and financial advisors, is at least as favorable to be paid pursuant to Section 7.05(b)the shareholders of the Company as such Superior Proposal.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of the Company ifCompany: (a) if (i) the Board of Directors of Parent shall have made withdrawn or adversely modified its approval or recommendation of this Agreement or failed to reconfirm its recommendation of this Agreement within five business days after a Parent Change in Recommendation; provided, however, that written request by the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or do so, or (bii) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within 30 days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of to Parent; or (xb) if (i) the 30th day following such written notice and Company's Board of Directors has received a Superior Proposal, (yii) the Termination Date; provided that Company has notified Parent in writing of the Company shall not have determination of the right Company's Board of Directors to terminate this Agreement pursuant accept the Superior Proposal, with such notice to this Section 7.03 if include a summary of all material terms and conditions of the Superior Proposal, (iii) at least ten business days following receipt by Parent of the notice referred to in clause (ii) above, and taking into account any revised proposal made by Parent since receipt of the notice referred to in clause (ii) above, such Superior Proposal remains a Superior Proposal, (iv) the Company is then in compliance with Section 6.2, (v) the Company is not in material breach of any of its representations, warranties, covenants or agreements under the other provisions of this Agreement in a manner such that or of the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedTerm Loan Agreement, (ivi) if the Company's Board of Directors of concurrently approves, and the Company authorizes concurrently enters into, a definitive agreement providing for the Companyimplementation of such Superior Proposal and (vii) the Company concurrently delivers to Parent an agreement by the acquiring Person(s) that are party to such agreement providing for implementation of such Superior Proposal, in which such Person(s) agree, subject only to completion of such Superior Proposal, to the extent permitted by and subject pay or to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, cause the Company pays to pay to Parent in immediately available funds any fees required to be paid amount that may become payable pursuant to Section 7.05(b8.5(b)(i), and the -47- 54 Company concurrently pays the charges and expenses of Parent and Merger Sub as provided in Section 8.5(b)(ii).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned pursuant to Section 8.3(b) at any time prior to the First Effective Time Time, whether before or after obtaining the Company Requisite Vote, or by action of the Board board of Directors directors of the Company ifpursuant to Section 8.3(a) at any time prior to obtaining the Company Requisite Vote: (a) if (i) the Board Company is not in breach of Directors the covenants contained in Section 6.2 and is not in material breach of any other covenants set forth in this Agreement, (ii) the board of directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and the Company notifies Parent shall have made in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iii) Parent does not make, within three business days of receipt of the Company’s written notification of its intention to enter into a Parent Change in Recommendation; providedbinding agreement for a Superior Proposal, howevera binding, irrevocable written offer that the board of directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the stockholders of the Company as the Superior Proposal (it being understood that, if accepted by the board of directors of the Company, such offer shall become an enforceable amendment to this Agreement without further action by Parent, Merger Sub or the Company), and (iv) the Company prior to such termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 8.5. The Company agrees (x) that it will not have enter into the right binding agreement referred to terminate in clause (ii) above until at least the fourth business day after it has provided the notification to Parent required thereby, (y) to notify Parent promptly if its intention to enter into the written agreement referred to in its notification shall change at any time after giving such notification, and (z) during such three business day period, to negotiate in good faith with Parent with respect to any revisions to the terms of the transaction contemplated by this Agreement pursuant proposed by Parent in response to this Section 7.03(a) a Superior Proposal, if the Parent Requisite Vote has been obtainedany; or (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within 30 days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Parent. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, before or after the approval by holders of Shares by action of the Board of Directors of the Company if: Directors, (a) the Board of Directors of Parent if Purchaser or Merger Sub (or another Purchaser Company) (i) shall have made a Parent Change failed to comply in Recommendation; provided, however, that any material respect with any of the Company will not have the right to terminate covenants or agreements contained in this Agreement pursuant to this Section 7.03(a) if be complied with or performed by Purchaser or Merger Sub at or prior to such date of termination which failure is incapable of being cured or has not been cured by the Parent Requisite Vote has been obtained; or (b) there has been a breach earlier to occur of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue 10 days after the date giving of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from Purchaser or the Company scheduled expiration date of such breach the Offer or failure by (ii) shall have failed to commence the earlier of Offer within the time required in Section 1.1 or (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (ib) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02this Agreement, enters to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an Alternative Company Acquisition Agreement providing agreement, attaching the most current version of such agreement to such notice, and Purchaser does not make, within five days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Company Superior Proposal an offer that did not result is at least as favorable, from a material breach financial point of this Agreement view, to the stockholders of the Company as the Superior Proposal; provided that the Company has complied with all provisions of Section 7.2 and that it complies with all applicable provisions of Section 9.5. The Company agrees (i) that it will not enter into a binding agreement referred to in clause (b) above until at least the sixth day after it has provided the notice to Parent required thereby and (iiiii) prior to or concurrently with notify Purchaser promptly if its intention to enter into the written agreement referred to in its notification shall change at any time after giving such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)notification.

Termination by the Company. This Subject to the other provisions of this Article IX, this Agreement may be terminated and the Mergers Transactions may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company ifCompany: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub set forth in this Agreement, or if any such representation and or warranty of Parent or Merger Sub shall have become untrue after or incorrect following the date of this Agreement, in either case such that Sections 6.03(a) the Parent or 6.03(b) Merger Sub would not be satisfied prevented, or would reasonably be expected to be prevented, from consummating the Transactions (and such breach or failure to be true and correct is not curable orprior to the Outside Date), or if curablecurable prior to the Outside Date, is has not been cured following within the earlier of (i) thirty days after the giving of written notice to Parent from the Company of such breach or failure by the earlier of (xCompany to Parent and Merger Sub specifying this Section 9.3(a) the 30th day following and describing such written notice breach or failure in reasonable detail and (yii) five Business Days prior to the Termination Outside Date; provided that the Company shall not have the right to terminate this Agreement and abandon the Transactions pursuant to this Section 7.03 if 9.3(a) shall not be available to the Company is then if it has breached in breach of any of material respect its representations, warranties, covenants or agreements under obligations set forth in this Agreement in a manner such that has primarily caused the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable occurrence of being cured within 30 days).the failure of a condition to the Closing to occur; (cb) at any time prior to the Company Requisite Vote being obtainedExpiration Time, in order for (i) if the Company Board of Directors to cause or permit the Company or any of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, ’s Subsidiaries to enter into an Alternative Company Acquisition Agreement with respect to a Superior Proposal, and/or (ii) the Company to enter into or cause a Subsidiary thereof to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal Proposal, in each case, so long as the Company has complied with the obligations contemplated by Section 7.2(d)(iii) and the Company pays or causes to be paid to Parent the Termination Fee by wire transfer of immediately available funds prior to or substantially concurrently with such termination; or (c) if (i) all of the Offer Conditions have been satisfied or waived at the Expiration Time (other than delivery of items to be delivered at the Expiration Time and satisfaction of those conditions that did not result from a material breach by their nature are to be satisfied at the Expiration Time, which deliveries and conditions are capable of this Agreementbeing satisfied), (ii) concurrently with Parent and Merger Sub have failed to consummate (as such term is defined in Section 251(h) of the termination of this AgreementDGCL) the Offer by the date that the Offer Acceptance Time is required to have occurred pursuant to Section 2.2(a)(iii), the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays has irrevocably confirmed to Parent in immediately available funds any fees required writing at least three Business Days prior to termination that all of the Offer Conditions have been satisfied (other than delivery of items to be paid delivered at the Expiration Time and satisfaction of those conditions that by their nature are to be satisfied at the Expiration Time, which deliveries and conditions are capable of being satisfied), and (iv) Merger Sub fails to consummate (as such term is defined in Section 251(h) of the DGCL) the Offer within three Business Days following the delivery of such irrevocable confirmation specified in the immediately preceding clause (iii) (it being understood and agreed that, for the avoidance of doubt, during such period of three Business Days following delivery of such irrevocable confirmation, Parent shall not be entitled to terminate this Agreement pursuant to Section 7.05(b9.2(a), Section 9.2(b) or Section 9.2(c)).

Termination by the Company. This Agreement may be terminated by the Company upon written notice to Parent and the Mergers Merger may be abandoned at any time prior to the First Effective Time in the case of SECTION 8.3(A), before or after adoption of this Agreement by the stockholders of the Company or Merger Sub, by action of the Board board of Directors directors of the Company Company, if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that breached or failed to perform any of the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant covenants or agreement made by Parent or the Merger Subs 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 7.2(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation and or warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aand (ii) or 6.03(b) would not be satisfied and such breach or failure to be true has not been or is not curable incapable of being cured within twenty (20) business days following receipt by Parent of notice of such failure to comply; or (b) the Parent Stockholders Meeting is required and the board of directors of Parent, if curableor any committee thereof, shall have withdrawn or modified in a manner adverse to the Company its approval or recommendation of the Merger or this Agreement, or Parent shall have failed to include in the Proxy Statement the recommendation of the board of directors of Parent in favor of approval of the Merger and this Agreement; or (c) concurrently with, or promptly after, such termination the Company enters into an agreement providing for or authorizes or consummates a Company Superior Proposal, but only at a time that is not cured prior to adoption of this Agreement by the stockholders of the Company and that is after the second business day following the Company's delivery of a written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided advising that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if board of directors of the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior prepared to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to accept a Company Superior Proposal that did not result from a Proposal, specifying the material breach terms and conditions of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a such Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with identifying the person making such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)Superior Proposal.

Termination by the Company. This Agreement may be terminated -------------------------- and the Mergers Merger may be abandoned at any time prior to the First Effective Time acceptance for payment of Shares pursuant to the Offer, by action of the Board of Directors of the Company if: Company, (ax) prior to the expiration or termination of the Offer, if (i) (A) Parent or Merger Sub shall have 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 Parent or Merger Sub at or prior to the expiration or termination of the Offer, or (B) any representation or warranty of Parent or Merger Sub set forth in this Agreement shall be inaccurate or incomplete in any material respect when made or thereafter and remains inaccurate or incomplete in any material respect, or (C) there shall have occurred any event or events that, individually or in the aggregate, have or are reasonably likely to have a Parent Material Adverse Effect, or (ii) Parent or Merger Sub shall have failed to commence the Offer within the time required in Section 1.1; or (y) if (i) the Board of Directors of Parent shall have made the Company receives an unsolicited written offer with respect to a Parent Change merger, consolidation or sale of all or substantially all of the Company's assets or an unsolicited tender or exchange offer for the Shares is commenced, and the Board of Directors of the Company (A) determines in Recommendation; providedgood faith, howevertaking into consideration the advice of outside legal counsel, that approval, acceptance or recommendation of such transaction is likely to be required in order for the members of the Company's Board of Directors to comply with their fiduciary duties under applicable law, and (B) determines in good faith, after consultation with its financial advisor, that such transaction is a Superior Proposal, and (ii) the Company will not have pays the right to terminate this Agreement pursuant to this fee required by Section 7.03(a) if the Parent Requisite Vote has been obtained8.5(b); or or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (xz) the 30th day following such written notice and (ycondition set forth in Section 7.2(b)(i) the Termination Dateshall be incapable of being satisfied prior to June 15, 1998; provided that the Company shall not have breached its obligations under this Agreement. Upon the right to terminate termination of this Agreement pursuant to this Section 7.03 if Section, Parent and Merger Sub shall immediately terminate the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Offer. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company Company, after consultation with its outside legal advisors, if: (a) the Board (i) there has been a breach by Parent or Merger Sub of Directors any representation, warranty, covenant or agreement set forth in this Agreement or if any representation or warranty of Parent or Merger Sub shall have made a become untrue, in either case such that the conditions set forth in Section 8.2(a) would not be satisfied and (ii) such breach is not curable, or, if curable, is not cured within 30 days after written notice of such breach is given to Parent Change in Recommendationby the Company; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a9.3(a) shall not be available to the Company if the Parent Requisite Vote has been obtained; or (b) there has been a it, at such time, is in breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs set forth in this Agreement, or any Agreement such representation and warranty that the condition set forth in Section 8.3(a) shall not be satisfied; (b) the Board of Directors of Parent shall have become untrue after the date of this Agreementwithdrawn or materially modified, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that adverse to the conditions set forth in Sections 6.02(a) Company, its approval or 6.02(b) would not be satisfied (unless capable recommendation of being cured within 30 days).the amendments to Parent's articles of association or the issuance of Parent Ordinary Shares pursuant to the Merger or recommended a Parent Acquisition Proposal, or resolved to do so; or (c) at any time prior to the Company Requisite Vote being obtainedCutoff Date, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to has received a Company Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently with the termination in light of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a such Company Superior Proposal the Board of Directors of the Company shall have determined in good faith, (A) after consultation with its outside legal advisors, that did not result from proceeding with the Merger would be inconsistent with its fiduciary obligations and (B) that there is a material breach substantial likelihood that the adoption by the Company's stockholders of this Agreement and will not be obtained by reason of the existence of such Company Superior Proposal, (iii) the Company has complied in all material respects with Section 7.2, (iv) the Company has previously paid the fee due under Section 9.5(a), (v) the Board of Directors of the Company concurrently approves, and the Company concurrently enters into, a binding definitive written agreement providing for the implementation of such Company Superior Proposal and (vi) Parent is not at such time entitled to terminate this Agreement pursuant to Section 9.4(a); provided that the Company may not effect such termination pursuant to this Section 9.3(c) unless and until (i) Parent receives at least ten business days' prior written notice from the Company of its intention to or concurrently with effect such terminationtermination pursuant to this Section 9.3(c); and (ii) during such ten business day period, the Company pays to shall, and shall cause its respective financial and legal advisors to, consider any adjustment in the terms and conditions of this Agreement that Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)may propose.

Termination by the Company. This (i) The Company may terminate this Agreement may be terminated and the Mergers may be abandoned at any time upon three days’ prior written notice thereof to the First Effective Time by action all of the Board Parties, upon the occurrence of Directors any of the following events (each, a “Company if:Termination Event”): (aA) the Board issuance by any governmental authority, including any regulatory authority or court of Directors competent jurisdiction, of Parent any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transaction; or (B) if, pursuant to Section 15 hereof, the board of directors or any comparable governing body of competent authority of any Company Party reasonably determines in good faith based upon the advice of legal counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law. (ii) The Company may terminate this Agreement with respect to any particular Consenting Noteholder or Revolving Lender (but not as to all of the other Parties) upon three days’ prior written notice thereof upon the occurrence of a breach by such Consenting Noteholder or Revolving Lender of any of the representations, warranties, or covenants with respect to such Consenting Noteholder or Revolving Lender, as applicable, set forth in this Agreement that (if susceptible to cure) remains uncured for a period of three Business Days after the receipt by all of the Consenting Noteholders and Revolving Lenders, as applicable, of written notice of such breach; provided that nothing in this Section 7(c)(ii) shall have made a Parent Change in Recommendation; provided, however, that impair the Company will not have the right Company’s ability to terminate this Agreement pursuant to Section 7(c)(i) hereof; provided, further, that the notice and cure period contained in this Section 7.03(a7(c)(ii) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) run concurrently with the termination of this Agreement, the Company, subject to complying with the terms of notice period contained in Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii7(c)(i) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)hereof.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the The Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement at any time prior to the Effective Time, whether before or after the Company Stockholder Approval is obtained (except as otherwise expressly noted): (i) at any time prior to receipt of the Company Stockholder Approval, in order to effect a Company Adverse Recommendation Change and substantially concurrently enter into a definitive, written Contract providing for a Superior Company Proposal; provided, that (i) the Company has complied in all material respects with its obligations under Section 5.02 with respect to such Superior Company Proposal and (ii) immediately prior to or substantially concurrently with (and as a condition to) the termination of this Agreement, the Company pays to Parent the Company Termination Fee pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained7.03; or (bii) there has been a breach of any representation, warranty, covenant or agreement made by if Parent or the Merger Subs Sub materially breaches any of its respective covenants, agreements, representations or warranties in this Agreement, or which breach (A) would reasonably be expected to prevent the satisfaction of any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections condition set forth in Section 6.03(a) or Section 6.03(b) would and (B) either (1) is not be satisfied reasonably capable of being cured by Parent or Merger Sub by the End Date or (2) if reasonably capable of being cured by Parent or Merger Sub by the End Date, the Company has delivered to Parent written notice of such breach and such breach or failure to be true is not curable or, if curable, is not cured following written notice to by Parent from the Company of such breach or failure Merger Sub, as applicable, by the earlier of (x) the 30th day following such written notice End Date and (y) the Termination Datedate that is thirty (30) days after delivery of such notice; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to under this Section 7.03 7.01(c)(ii) if the Company is then in material breach of any of its representationscovenants, warrantiesagreements, covenants representations or agreements under warranties in this Agreement Agreement, in a manner each case, such that the conditions any condition set forth in Sections Section 6.02(a) or Section 6.02(b) would ), as applicable, could not then be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by action of the board of directors of the Company at any time prior to the First Effective Time by action Time, whether before or after the Requisite Company Vote is obtained (unless otherwise specified below), upon written notice to Parent and Merger Sub specifying the provision of the Board of Directors of the Company this Agreement pursuant to which such termination is effective, if: (a) the Board of Directors of an Adverse Parent Recommendation Change shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; oroccurred; (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, in each case such that Sections 6.03(aSection 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by within the earlier of (xi) 30 days after written notice thereof is given by the Company to Parent and (ii) the 30th day following such written notice and third Business Day prior to the End Date (y) as the Termination Date; provided that the Company shall not have the right to terminate this Agreement same may be extended pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days8.2(a).); (c) Parent or any of its Representatives (i) materially breaches the first sentence of Section 6.2 or (ii) materially breaches Section 6.3(a) or Section 6.4(b) by not filing the S-4 Registration Statement containing the Proxy/Statement Prospectus or not holding the Parent Shareholders Meeting, respectively; or (d) at any time prior to before the Requisite Company Requisite Vote being obtained, is obtained (i) if the Board board of Directors directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, Company to enter into an Alternative Company Acquisition Agreement with respect to a definitive written agreement constituting a Company Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently the board of directors of the Company has complied in all material respects with its obligations under Sections 6.2(d) and 6.2(f) in respect of such Company Superior Proposal and (iii) the Company has paid, or simultaneously with the termination of this AgreementAgreement pays, the Company, subject to complying with the terms of Termination Fee due under Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal 8.5(b)(iv) that did not result from a material breach of is payable if this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid is terminated pursuant to this Section 7.05(b8.3(d).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) at any time prior to the Parent Stockholder Approval having been obtained, (i) the Parent Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not (ii) Parent shall have the right failed to terminate this Agreement pursuant to this Section 7.03(a) if include the Parent Requisite Vote has been obtainedBoard Recommendation in the Joint Proxy Statement/Prospectus or (iii) Parent shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 5.3; or (b) at any time prior to the Effective Time, whether before or after the Company Stockholder Approval referred to in Section 6.1(a) is obtained, by action of the Company Board if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in Sections 6.03(a6.3(a) or 6.03(b6.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following written notice to Parent from the Company of such breach or failure by the earlier of and (xii) the 30th day following such written notice and date that is three (y3) Business Days prior to the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.3(b) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Agreement. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned by written notice of the Company: (a) at any time prior to the satisfaction of the conditions set forth in Section 7.1(a) if (A) the Company Board, or an authorized committee thereof, determines or authorizes the Company, subject to complying with the terms of this Agreement (including Section 5.3(e)), to enter into definitive transaction documentation providing for a Superior Proposal (“Alternative Acquisition Agreement”), (B) substantially concurrent with or immediately following the termination of this Agreement, the Company enters into such Alternative Acquisition Agreement with respect to such Superior Proposal and (C) substantially concurrent with such termination the Company pays to Parent in immediately available funds any amounts required to be paid pursuant to Section 8.5; (b) at any time prior to the First Merger Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by or there shall be any inaccuracy in the representations and warranties set forth in this Agreement on the part of Parent or Merger Sub which breach, either individually or in the Merger Subs aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach cannot be or failure to be true is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xi) thirty (30) days after written notice thereof is given by the Company to Parent and (ii) the 30th day following such written notice and (y) the Termination Outside Date; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company 8.3(b) at any time when it is then in breach of this Agreement and such breach would cause, or result in, the failure of any of its representations, warranties, covenants the conditions set forth in Section 7.2(a) or agreements under this Agreement in a manner such that 7.2(b) to be satisfied; or (c) if (i) all of the conditions set forth in Sections 6.02(a) 7.1 and 7.2 have been and continue to be satisfied or 6.02(b) would waived (other than those conditions that by their nature cannot be satisfied (unless capable of being cured within 30 daysother than at Closing). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this AgreementCompany has confirmed by written notice to Parent that it stands ready, willing and able to consummate the Company, subject First Merger when required pursuant to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement 1.2 and (iii) prior Parent and Merger Sub fail to or concurrently with such termination, consummate the Company pays to Parent in immediately available funds any fees required to be paid Mergers and other Transactions within four (4) Business Days of the date the Closing should have occurred pursuant to Section 7.05(b1.2 (it being understood that during such four (4) Business Day period, Parent shall not be entitled to terminate this Agreement).

Termination by the Company. This Agreement may be terminated terminated, and the Mergers Transactions may be abandoned abandoned, at any time prior to the First Effective Time Acceptance Time, by action of the Board of Directors of the Company ifCompany: (a) if (i) Buyer fails to commence the Board Offer in violation of Directors Section 2.1 hereof or (ii) Buyer, in violation of Parent shall have made a Parent Change in Recommendationthe terms of this Agreement, fails to accept for purchase Offer Securities validly tendered (and not withdrawn) pursuant to the Offer; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a6.3(a) shall not be available to the Company if the Parent Requisite Vote failure of the Company to perform or comply with any of its obligations under this Agreement in any material respect has been obtained; orthe principal cause or principally resulted in the failure to commence the Offer; (b) [Reserved]; (c) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Buyer in this Agreement, or any such representation and or warranty shall have become untrue of Parent or Buyer is inaccurate or becomes inaccurate after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure inaccuracy (i) gives rise to, or would reasonably be expected to be true give rise to, a Buyer Material Adverse Effect and (ii) is not curable capable of being cured by the Outside Date or, if curablesuch breach or inaccuracy is capable of being cured within such period, is it has not been cured within thirty (30) days following receipt by Parent or Buyer of written notice to Parent from the Company of such breach or failure by the earlier of inaccuracy (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall may not have the right to terminate this Agreement pursuant to this Section 7.03 6.3(c) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 dayshereunder).; or (cd) at any time prior to in order for the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to enter into a definitive agreement with respect to a Superior Proposal to the extent permitted by by, and subject to complying with the applicable terms of and conditions of, Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b5.3(e).

Termination by the Company. This Agreement may be terminated -------------------------- and the Mergers transactions contemplated hereby may be abandoned at any time prior to the First Effective Time Time, before or after the approval by holders of Shares by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedCompany, (i) if Purchaser or Merger Sub (or another Purchaser Company) (x) shall have breached or failed to perform in any material respect any of the covenants or agreements contained in this Agreement to be complied with or performed by Purchaser or Merger Sub prior to such date of termination which breach or failure shall not have been cured prior to the earlier of (A) ten business days following the giving of written notice to the Purchaser of such breach or failure, and, if applicable, (B) the date on which the Offer is then scheduled to expire, or (y) shall have failed to commence the Offer within the time required in Section 1.1, or (ii) if (w) the Company is not in material breach of any of the terms of this Agreement, (x) the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into a definitive written acquisition agreement concerning an Acquisition Transaction (the "Alternative Acquisition ----------------------- Agreement") and five business days elapse after delivery to Purchaser of a --------- written notice that the Board of Directors has so authorized the Company to enter into such Alternative Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, attaching the most current version of such agreement (iiwhich shall include all of the material terms, including the price proposed to be paid for Shares pursuant thereto) concurrently with the termination to such notice, (y) Purchaser does not make, within five business days of this Agreement, receipt of such written notice from the Company, subject an offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to complying with the terms stockholders of Section 5.02, enters into an the Company as the offer set forth in the Alternative Company Acquisition Agreement providing for a that the Company Superior Proposal has indicated that did not result from a material breach it intends to enter into following the end of this Agreement such five business day period, and (iiiz) the Company, prior to or concurrently with such termination, the Company pays to Parent Purchaser in immediately available funds any the fees required to be paid pursuant to Section 7.05(b9.5(b).

Termination by the Company. This Agreement The Company may terminate Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, a termination shall be terminated and considered to be for “Cause” if it occurs in conjunction with a determination by the Mergers may be abandoned at Board that any time prior to the First Effective Time by action of the Board of Directors of the Company iffollowing has occurred: (ai) Executive’s conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; (ii) Executive’s misconduct or gross negligence in connection with the Board performance of Directors his duties hereunder, including a violation of Parent shall have made a Parent Change the Company’s written policies or Code of Conduct and Ethics; (iii) Executive’s engaging in Recommendation; providedany fraudulent, howeverdisloyal or unprofessional conduct which is, that or is likely to be, injurious to the Company, its financial condition, or its reputation; (iv) Executive’s failure to perform his duties with the Company will (other than any such failure resulting from Executive’s Disability); (v) Executive’s failure to meet performance standards which may be agreed upon by Executive and the Company in writing from time to time (with the understanding that failure to meet the performance criteria established with respect to an Annual Bonus alone shall not have the right to terminate constitute Cause for purposes of this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtainedAgreement); or (bvi) there has been a Executive’s breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs covenants set forth in Section 12 of this Agreement, or material breach of any such representation and warranty shall have become untrue after the date other provisions of this Agreement. If the Company determines that it has grounds to terminate Executive’s employment for Cause pursuant to the provisions of clauses (iv), (v), or (vi) of this subsection (c), then it shall first deliver to Executive a written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate his employment for Cause, and Executive shall have 30 days after the receipt of such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of cease such actions or otherwise correct any such failure or breach. If Executive does not cease such actions or otherwise correct such failure or breach within such 30-day period, or failure by the earlier of (x) the 30th day following having once received such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representationsceased such actions or corrected such failure or breach, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) Executive at any time prior thereafter again so acts, fails, or breaches, the Company may terminate his employment for Cause immediately. The Company may terminate Executive’s employment without Cause, or for Cause pursuant to the Company Requisite Vote being obtained, provisions of clauses (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement), (ii) concurrently with the termination of this Agreement), the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and or (iii) prior to or concurrently with such terminationof this subsection (c), the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)immediately.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifClosing: (a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Directors this Agreement, including Section 5.04 hereof, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, in the event of such termination, the Company substantially concurrently enters into such Acquisition Agreement; (b) if: (i) a Parent Adverse Recommendation Change shall have occurred or Parent shall have made a approved or adopted, or recommended the approval or adoption of, any Parent Change Acquisition Agreement; or (ii) Parent shall have breached or failed to perform in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this any material respect any of its covenants and agreements set forth in Section 7.03(a) if the Parent Requisite Vote has been obtained5.04; or (bc) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of Parent or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections Section 6.03(a) or Section 6.03(b) ), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable incapable of being cured by the End Date; or, if curablecapable of being cured by the End Date, is shall not have been cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xi) 30 days after written notice thereof is given by the Company to Parent and (ii) the 30th day following such written notice and (y) the Termination End Date; provided further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.04(c) if the Company is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such obligation hereunder that the conditions would cause any condition set forth in Sections Section 6.02(a) or Section 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)satisfied.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the The Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orAgreement: (bi) there in the event that the Company Board has been made a breach Company Adverse Recommendation Change on the basis of any representationa Superior Company Proposal or a Company Intervening Event, warrantyso long as (1) the Company has complied in all material respects with its obligations under Section 5.03(c) and (2) the Company prior to or concurrently with such termination (A) solely in the case of a termination due to a Company Adverse Recommendation Change on the basis of a Superior Company Proposal, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any enters into a Company Acquisition Agreement with respect to such representation Superior Company Proposal and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a(B) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice pays to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination DateFee in accordance with Section 8.02(b)(ii); provided provided, however, that the Company shall not have the right to terminate this Agreement under this Section 8.01(c)(i) after the Company Shareholder Approval is obtained at the Company Shareholders Meeting; (ii) if Parent or Merger Sub breaches or fails to perform any of its covenants or agreements contained herein, or if any of the representations or warranties of Parent or Merger Sub 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 7.02(a) or Section 7.02(b), as applicable, and (2) is not reasonably capable of being cured by Parent or Merger Sub by the End Date (as it may be extended pursuant to this Agreement) or is not cured by Parent within thirty (30) days after receiving written notice from the Company of such breach or failure; provided, however, that the Company shall not have the right to terminate this Agreement under this Section 7.03 8.01(c)(ii) if the Company is then in breach of any covenant or agreement contained herein or any representation or warranty of its representations, warranties, covenants or agreements under this Agreement in a manner the Company contained herein then fails to be true and correct such that the conditions set forth in Sections 6.02(aSection 7.03(a) or 6.02(b) would Section 7.03(b), as applicable, could not then be satisfied (unless capable of being cured within 30 days).satisfied; or (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to if (1) all of the conditions set forth in Section 7.01, Section 7.02 and Section 7.03 have been satisfied or concurrently waived in accordance with such termination, this Agreement as of the Company pays to Parent in immediately available funds any fees required to be paid date that the Closing should have been consummated pursuant to Section 7.05(b1.03 (except for those conditions that by their terms are to be satisfied at the Closing), (2) Parent and Merger Sub do not complete the Closing on the day that the Closing should have been consummated pursuant to Section 1.03, (3) a Financing Failure has occurred and (4) Parent and Merger Sub fail to consummate the Closing within five (5) Business Days following their receipt of written notice from the Company requesting such consummation.

Termination by the Company. This Agreement may be terminated and the Mergers transactions contemplated hereby may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval of the Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Proposals by the Parent Common Stockholders, by action of the Board of Directors of the Company if: (a) (i) the Board of Directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (ii) Parent does not make, within five days of receipt of the Company’s written notification of its intention to enter into a binding agreement for a Superior Proposal, a written offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the Company Common Shareholders as the Superior Proposal and (iii) the Company prior to such termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 5.5; provided, however, that the Company agrees (x) that it will not enter into a binding agreement referred to in clause (i) above until at least the sixth day after it has provided the notice to Parent required thereby and (y) to notify Parent promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification; (b) the Board of Directors of Parent shall have made withdrawn or adversely modified its approval of this Agreement or approval or recommendation of either or both of the Parent Proposals or failed to reconfirm its recommendation of either or both of the Parent Proposals after a Parent Change in Recommendation; provided, however, that written request by the Company will not have to do so prior to the right fifth business day prior to terminate this Agreement pursuant to this Section 7.03(a) if the date of the Parent Requisite Vote has been obtainedMeeting; or (bc) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 4.3(a) or 6.03(b4.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within the earlier to occur of (i) 30 days after written notice thereof is given by the Company to Parent from or (ii) if such 30 day period would extend beyond the Company date set forth in Section 5.2(a), 10 days prior to such date or any condition set forth in Section 4.1 shall become incapable of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Datesatisfaction; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then clause (c) shall not be available to any party that has breached in breach of any of material respect its representations, warranties, covenants or agreements obligations under this Agreement in a any manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior shall have proximately contributed to the Company Requisite Vote being obtained, (i) if the Board of Directors failure of the Company authorizes the Company, Closing to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)have occurred.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time Time, before or after the approval by the stockholders of Acquirer or the Company, by action of the Board of Directors of the Company if: Company, if (a) the Board of Directors of Parent Acquirer shall have made a Parent Change failed to comply in Recommendationany material respect with any of the covenants or agreements contained in Articles I, II, VI and VII of this Agreement to be complied with or performed by Acquirer at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the Company will End Date, such failure shall not have the right been cured within 15 days of delivery to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or Acquirer of written notice of such failure, (b) there has been exists a breach or breaches of any representation, warranty, covenant representation or agreement made by Parent or the Merger Subs warranty of Acquirer contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.03(a) or 6.03(bthe closing condition set forth in Section 8.3(a) would not be satisfied and satisfied; provided, however, that if such breach or failure breaches are capable of being cured prior to be true is the End Date, such breaches shall not curable or, if curable, is not have been cured following within 15 days of delivery to Acquirer of written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representationsbreaches, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedan Acquirer Triggering Event (as defined below) shall have occurred, or (id)(i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement a binding written agreement concerning a transaction that constitutes a Superior Proposal with respect to the Company and the Company notifies Acquirer in writing in accordance with Section 5.2 that it intends to enter into such an agreement, attaching the most current version of such agreement (or a Company Superior Proposal that did not result from a description of all material breach of this Agreement, terms and conditions thereof) to such notice and (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company upon such termination pursuant to this clause (d) pays to Parent Acquirer in immediately available funds any the fees required to be paid pursuant to Section 7.05(b)9.5. For the purposes of this Agreement, an "ACQUIRER TRIGGERING EVENT" shall be deemed to have occurred if: (i) the Board of Directors of Acquirer or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to the Company its recommendation in favor of, the adoption and approval of the Agreement or the approval of the Merger; (ii) Acquirer shall have failed to include in the Joint Proxy Statement/Prospectus the recommendation of the Board of Directors of Acquirer in favor of the adoption and approval of the Agreement and the approval of the Merger; (iii) the Board of Directors of Acquirer or any committee thereof shall have approved or recommended any Superior Proposal with respect to Acquirer; or (iv) a tender or exchange offer relating to securities of Acquirer shall have been commenced by a Person unaffiliated with Acquirer and Acquirer shall not have sent to its securityholders pursuant to Rule 14e- promulgated under the Exchange Act, within ten business days after such tender or exchange offer is first published, sent or given, a statement disclosing that Acquirer recommends rejection of such tender or exchange offer.

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company ifabandoned: (a) at any time prior to, but not after, the Board time the Company Requisite Vote is obtained, if (i) the board of Directors directors of the Company authorizes the Company to enter into an agreement with respect to a Superior Proposal and the Company notifies Parent shall have made in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (ii) Parent does not make, within five business days of receipt of the Company’s written notification of its intention to enter into a Parent Change in Recommendation; providedbinding agreement for a Superior Proposal, however, an offer that the board of directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the shareholders of the Company as the Superior Proposal and (iii) the Company concurrent with such termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 8.5. The Company agrees (x) that it will not have enter into the right agreement referred to terminate in clause (i) above unless such agreement will not become effective earlier than the termination of this Agreement pursuant to in accordance with this Section 7.03(a8.3(a), (y) to notify Parent promptly if its intention to enter into the written agreement referred to in its notification changes and (z) during such five business day period, to negotiate in good faith with Parent Requisite Vote has been obtainedwith respect to any revisions to the terms of the transaction contemplated by this Agreement proposed by Parent in response to a Superior Proposal, if any; or (b) if (i) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(bSection 7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by within the earlier of (x) the 30th day following such 30 calendar days after written notice thereof is given by the Company to Parent and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated -------------------------- and the Mergers transactions contemplated hereby may be abandoned at any time prior to the First Effective Time Time, before or after the approval by holders of Shares by action of the Board of Directors of the Company if: Company, (ai) the Board of Directors of Parent if Purchaser or Merger Sub (or another Purchaser Company) (x) shall have made a Parent Change breached or failed to perform in Recommendation; provided, however, that any material respect any of the Company will covenants or agreements contained in this Agreement to be complied with or performed by Purchaser or Merger Sub prior to such date of termination which shall not have been cured prior to the right to terminate this Agreement pursuant to this Section 7.03(aearlier of (A) if five business days following the Parent Requisite Vote has been obtained; or (b) there has been a breach giving of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company Purchaser of such breach or failure by and (B) two business days prior to the earlier of (x) date on which the 30th day following such written notice and Offer is then scheduled to expire, or (y) shall have failed to commence the Termination Date; provided that Offer within the Company shall not have the right to terminate this Agreement pursuant to this time required in Section 7.03 1.1, or (ii) if (w) the Company is then not in material breach of any of its representations, warranties, covenants or agreements under the terms of this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedAgreement, (ix) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Purchaser in writing that did it intends to enter into such an agreement, attaching the most current version of such agreement (which shall include all of the material terms, including the price proposed to be paid for Shares pursuant thereto) to such notice, (y) Purchaser does not result make, within two business days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the Board of Directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable, from a material breach financial point of this Agreementview, to the stockholders of the Company as the Superior Proposal and (iiz) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent Purchaser in immediately available funds any the fees required to be paid pursuant to Section 7.05(b9.5(b).

Termination by the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the First Effective Time Time, before or after the approval by action of the Board of Directors of the Company if:holders of (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that (i) the Company will is not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a in material breach of any representation, warranty, covenant or agreement made by Parent or of the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date terms of this Agreement, such that Sections 6.03(a(ii) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement concerning a Superior Proposal and the Company notifies Purchaser in writing that did not result from a material breach it intends to enter into such an agreement, attaching the most current version of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject such agreement to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement such notice and (iii) Purchaser does not make, within five calendar days of receipt of the Company's written notification of its intention to enter into such an agreement, an offer to acquire the Shares or the Company for consideration equal to or greater than the fair market value (based, if applicable, on market prices on the business day prior to such offer) of the consideration per Share payable pursuant to such Superior Proposal. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (ii) of the previous sentence until at least the sixth calendar day after it has provided the written notice to Purchaser required thereby and (y) to notify Purchaser promptly if its intention to enter into a written agreement referred to in such notice shall change at any time after giving such notification; or (b) Purchaser shall have breached or concurrently with such termination, failed to perform in any material respect any of the Company pays to Parent covenants or agreements contained in immediately available funds any fees required this Agreement to be paid pursuant complied with or performed by Purchaser at or prior to the second business day prior to the expiration of the Offer, or any representation or warranty of Purchaser set forth in this Agreement shall have been inaccurate or incomplete when made; or (c) Merger Sub shall have failed to commence the Offer within the time required in Section 7.05(b)1.1.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by the Company: (a) at any time prior to the First Effective Time by action time the Stockholder Approval is obtained, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with Section 5.2(c), subject to complying with the terms of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendationthis Agreement, including Sections 5.2, 5.3 and 5.4; provided, howeverthat prior to or substantially concurrently with, that and as a condition to, such termination, the Company will not have pays to Parent the right to terminate this Agreement pursuant to this Company Termination Fee due under Section 7.03(a) if the Parent Requisite Vote has been obtained; or7.5(b); (b) at any time prior to the Effective Time, if there has been a breach of any representation, warranty, covenant or agreement made by of Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after which breach (i) would give rise to the date failure of this Agreement, such that Sections 6.03(aa condition set forth in Section 6.3(a) or 6.03(b6.3(b) would not be satisfied and such breach or failure to be true (ii) (A) is not curable orcapable of being cured by Parent or Merger Sub prior to the Termination Date or (B) if capable of being cured, if curable, is shall not have been cured before the earlier of (x) thirty (30) Business Days following receipt of written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided provided, that the Company shall is not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any representation, warranty, covenant or agreement of its representations, warranties, covenants or agreements under this Agreement in a manner such that any condition to the conditions obligations of Parent and Merger Sub set forth in Sections 6.02(a6.2(a) or 6.02(b6.2(b) would not then be satisfied (unless capable if the Closing Date were the date of being cured within 30 days).such termination; or (c) at any time prior to the Company Requisite Vote being obtainedEffective Time, if (i) the Marketing Period has ended and all of the conditions set forth in Section 6.1 and 6.2 have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Board Closing Date were the date of Directors of the Company authorizes the Companysuch termination, to the extent permitted by and subject to complying with the terms of Section 5.02and, to enter into an Alternative Company Acquisition Agreement solely with respect to a Company Superior Proposal that did not result from Section 6.1(b), if the failure of such condition to be satisfied is primarily caused by a material breach by Parent or Merger Sub of any of their respective covenants or agreements contained in Sections 5.5(a), 5.5(b), 5.5(c) or 5.5(d) of this Agreement)), (ii) concurrently with Parent and Merger Sub do not consummate the termination of this AgreementMerger on or prior to the date the Closing is required to occur pursuant to Article I, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays shall have irrevocably confirmed in writing to Parent in immediately available funds any fees required that it is ready, willing and able to be paid pursuant complete the Closing on the date of such confirmation and throughout the three (3) Business Day period following delivery of such confirmation and (iv) Parent and Merger Sub fail to Section 7.05(b)effect the Closing within three (3) Business Days following delivery of such confirmation.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time acceptance of Shares for payment pursuant to the Offer (or, if the Offer has been terminated and this Agreement remains in effect, prior to the approval of this Agreement by the Company Requisite Vote), by action of the Board of Directors of the Company ifBoard: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that If (i) the Company will is not in breach of Section 604, (ii) the Shares have the right to terminate this Agreement not been accepted for payment pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or Offer (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice Offer has been terminated and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then remains in breach of any of its representationseffect, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would has not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to been approved by the Company Requisite Vote being obtainedat the Company Stockholder Meeting), (iiii) if the Board of Directors of the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02this Agreement, enters to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an Alternative Company Acquisition Agreement providing agreement, attaching the most current version of such agreement to such notice, (iv) Parent does not make, within five business days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the Company Board determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the stockholders of the Company as the Superior Proposal that did not result from a material breach of this Agreement and (iiiv) the Company prior to or concurrently with such termination, the Company termination pays to Parent in immediately available funds any the fees required to be paid pursuant to Section 7.05(b)805. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (iii) above until at least the sixth business day after it has provided the notice to Parent required thereby and (y) to notify Parent promptly if its intention to enter into the written agreement referred to in its notification shall change at any time after giving such notification; or (b) If (i) Purchaser shall not have accepted for payment any Shares pursuant to the Offer within 120 days following commencement of the Offer or (ii) Purchaser shall have failed to commence the Offer within 60 days following the date of this Agreement, unless such failure to accept for payment or commence shall have been caused by or resulted from the failure of the Company to perform in any material respect any of its covenants or agreements contained in this Agreement or the material breach by the Company of any of its representations or warranties contained in this Agreement.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice of the Company: (a) at any time prior to the First Effective Time by action of the Board of Directors of time the Company Requisite Vote is obtained, if: : (ai) the Company Board authorizes the Company, subject to complying with the terms of Directors of Parent shall have made this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Parent Change in RecommendationSuperior Proposal; provided, however, that (ii) the Company will not have has complied with Section 6.4(h), (iii) immediately prior to or substantially concurrently with the right to terminate termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (iv) the Company immediately prior to or substantially concurrently with such termination pays to Parent in immediately available funds any fees required to be paid pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or8.5; (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.03(athe conditions set forth in Section 7.3(a) or 6.03(b7.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xi) the 30th day following such thirty calendar days after written notice and thereof is given by the Company to Parent or (yii) two Business Days prior to the Termination Date; provided provided, however, that the Company shall is not have the right to terminate then in material breach of this Agreement pursuant so as to this Section 7.03 if the Company is then in breach of cause any of its representations, warranties, covenants the conditions set forth in Section 7.2(a) or agreements under this Agreement in a manner such that 7.2(b) not to be capable of being satisfied; or (c) if (i) all of the conditions set forth in Sections 6.02(a) or 6.02(b) would 7.1 and 7.2 have been and continue to be satisfied (other than those conditions that by their nature cannot be satisfied (unless capable of being cured within 30 daysother than at the Closing). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination Company has notified Parent in writing that as of this Agreementthe date of such notice all conditions set forth in Section 7.3 have either been satisfied or waived by the Company and that it is ready, willing and able to consummate the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement Closing and (iii) prior Parent and Merger Sub fail to or concurrently with such termination, consummate the Company pays to Parent in immediately available funds any fees required to be paid transactions contemplated hereby within five (5) Business Days of the date the Closing should have occurred pursuant to Section 7.05(b)1.2.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company (acting upon the recommendation of the Special Committee) at any time prior to the First Effective Time by action of the Board of Directors of the Company Time, if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, agreement or covenant of THL or agreement made by Parent or the Merger Subs set forth in this AgreementAgreement has occurred, or any which breach would give rise to the failure of a condition set forth in Section 7.03 and as a result of such representation and warranty shall have become untrue after the date of this Agreementbreach, such that Sections 6.03(a) or 6.03(b) condition would not be capable of being satisfied prior to the Termination Date and such breach or failure to be true is not curable or, if curable, is not cured within thirty (30) days following receipt of written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) or, if earlier, the Termination Date); provided that provided, however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.03(a) if the Company is then in material breach of any of its representations, warranties, agreements or covenants or agreements under this Agreement in a manner such that of the conditions Company hereunder, which breach would give rise to the failure of any condition set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Section 7.02; (cb) at any time prior to the Company Requisite Vote being obtained, (i) if the Company Board of Directors (acting upon the recommendation of the Special Committee) has effected a Change in the Company authorizes Recommendation in light of a Superior Proposal in accordance with Section 6.03 and (ii) the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with or promptly after the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a with respect to such Superior Proposal; provided, however, that, the Company Superior Proposal that did shall not result from a material breach of have the right to terminate this Agreement and pursuant to this Section 8.03(b) unless the Company has (iiiA) paid in full the Company Termination Fee in accordance with Section 8.06(a) prior to or concurrently with such terminationtermination pursuant to this Section 8.03(b), and (B) complied with the requirements of Section 6.03 with respect to such Superior Proposal and Alternative Acquisition Agreement; or (c) the Company pays to Parent Board (acting upon the recommendation of the Special Committee) or the Special Committee has approved an Intervening Event Termination; or (d) (i) all of the conditions set forth in immediately available funds any fees required Section 7.01 and Section 7.02 (other than those conditions that by their nature are to be paid satisfied by actions taken at the Closing) have been satisfied, (ii) the Company has delivered to THL an irrevocable written notice confirming that all of the conditions set forth in Section 7.03 have been satisfied (or that the Company is willing to waive any unsatisfied conditions therein) and that it is ready, willing and able to consummate the Closing and (iii) THL and Parent fail to complete the Closing within five (5) Business Days following the later of (x) the date on which the Closing should have occurred pursuant to Section 7.05(b)1.02 and (y) the date on which the foregoing notice is delivered to THL.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifTime: (a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, in response to a Superior Proposal received after the date of this Agreement that did not result from a breach of Section 6.04, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Directors this Agreement, including Section 6.04 hereof, to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of Parent shall have made a Parent Change in RecommendationSuperior Proposal and the Company substantially concurrently enters into such Company Acquisition Agreement; provided, however, that the Company will not shall have paid any amounts due pursuant to Section 8.06(d) hereof in accordance with the right terms, and at the times, specified therein; (b) if (i) the conditions to terminate the Closing of the Merger set forth in Section 7.01 and Section 7.02 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being able to be satisfied) (the “Condition Satisfaction”) on the date the Closing should have occurred pursuant to Section 1.02, (ii) at or following the Condition Satisfaction, the Company has irrevocably confirmed to Parent in writing that the Company stands ready, willing and able to proceed with the Closing, and (iii) Parent and Merger Sub have failed to consummate the Merger within three (3) Business Days after the Company has delivered the written confirmation referenced in clause (ii) hereof to Parent and during such three (3) Business Day period the Company stood ready, willing and able to consummate the Merger and the conditions to the obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement pursuant set forth in Article VII shall have remained satisfied or waived by Parent and Merger Sub at the close of business on such third (3rd) Business Day other than any failure of a condition to remain satisfied the cause of which is Parent’s or Merger Sub’s breach of this Section 7.03(a) if the Parent Requisite Vote has been obtainedAgreement; or (bc) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of Parent or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.03(a) or 6.03(b) Section 7.03(b), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable orreasonably capable of being cured by the End Date; provided, if curable, is not cured following that the Company shall have given Parent at least thirty (30) days written notice prior to Parent from such termination stating the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination DateCompany’s intention to terminate this Agreement pursuant to this Section 8.04(c); provided further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.04(c) if the Company is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days)been cured. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the Written Consent Effective Time, by action of the Board of Directors of the Company upon written notice to Parent if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue inaccurate after the date of this Agreement, in each case, such that Sections 6.03(aa condition set forth in Section 6.3(a) or 6.03(bSection 6.3(b) would not be satisfied and such breach or failure to be true inaccuracy is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by within the earlier of (x) the 30th day following such thirty (30) days after written notice thereof is given by the Company to Parent and (y) the Termination Outside Date; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to and abandon the Merger and the other Transactions under this Section 7.03 7.3(a) if the Company is then in breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements under agreement in this Agreement or any representation and warranty of the Company in a manner this Agreement fails to be true and correct, in each case, such that it would give rise to the conditions set forth failure of a condition in Sections 6.02(aSection 6.2(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysSection 6.2(b).; (cb) at any time prior to the Company Requisite Vote being obtainedWritten Consent Effective Time, (i) but not after, in order to accept a Superior Proposal in accordance with Section 5.4(d), if the Company Board of Directors of has approved, and concurrently with such termination, the Company authorizes entered into, a definitive agreement providing for the Companyimplementation of such Superior Proposal, to but only if the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did is not result from a then in material breach of this AgreementSection 5.4, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal provided that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid the Company Termination Payment pursuant to Section 7.05(b7.5(b); or (c) (i) the conditions set forth in Section 6.1 and Section 6.2 (other than any condition that by its nature is to be satisfied at the Closing, each of which would be capable of being satisfied at the Closing if the Closing occurred on the date of notice described in clause (ii) below) have been satisfied (or, to the extent permitted under applicable Law, waived by Parent), (ii) on or after the date the Closing should have occurred pursuant to Section 1.2, the Company has delivered written notice to Parent that (A) the conditions set forth in Section 6.1 and Section 6.3 (other than any condition that by its nature is to be satisfied at the Closing, each of which would be capable of being satisfied at the Closing if the Closing occurred on the date of such notice) have been satisfied (or, to the extent permitted under applicable Law, waived by the Company) and (B) the Company is irrevocably ready, willing and able to consummate the Closing, and (iii) Parent and Merger Sub fail to consummate the Closing within the earlier of one (1) Business Day before the Outside Date and five (5) Business Days after the delivery by the Company to Parent of such notice and the Company stood ready, willing and able to effect the Closing through the end of such five (5) Business Day period (or shorter period).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifTime: (a) if prior to the receipt of the Company Stockholder Approval, the Company Board authorizes the Company, in full compliance with the terms of Directors this Agreement, including Section 6.11(a) hereof, to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Company Superior Proposal; provided; that the Company shall have paid any amounts due pursuant to Section 8.6 hereof in accordance with the terms, and at the times, specified therein; and provided, further that in the event of such termination, the Company substantially concurrently enters into such Company Acquisition Agreement; (b) if (i) a Parent Adverse Recommendation Change shall have occurred, (ii) Parent shall have made entered into, or publicly announced its intention to enter into, a Parent Change in Recommendation; providedAcquisition Agreement (other than an Acceptable Confidentiality Agreement), however(iii) the Parent Board fails to reaffirm (publicly, that if so requested by the Company) the Parent Board Recommendation within ten (10) Business Days after the date any Parent Takeover Proposal (or material modification thereto) is first publicly disclosed by Parent or the Person making such Parent Takeover Proposal, (iv) a tender offer or exchange offer relating to Parent Common Stock shall have been commenced by a Person unaffiliated with the Company will and Parent shall not have the right sent to terminate this Agreement 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 Parent Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (v) Parent or the Parent Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.03(a) if the Parent Requisite Vote has been obtained8.4(b); or (bc) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of Parent or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(aSection 7.3(a) or 6.03(b) (b), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable orincapable of being cured by the Outside Date; provided, if curable, is not cured following that the Company shall have given Parent at least thirty (30) days written notice prior to Parent from such termination stating the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination DateCompany’s intention to terminate this Agreement pursuant to this Section 8.4(c); provided that provided, further, the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.4(c) if the Company it is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers may be Merger Transactions abandoned at any time prior to before the First Effective Acceptance Time by action of the Board of Directors of the Company ifCompany: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Board Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of Directors their respective representations or warranties, or fails to perform any of Parent shall have made their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Change Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in Recommendationmaterial breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Merger Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a7.4(c) shall not be available to the Company if the Parent Requisite Vote has been obtained; or (b) there has been a Company is in breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) this Agreement that has been the proximate cause of, or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior resulted in, Merger Sub’s failure to commence or consummate the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying Offer in accordance with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time (notwithstanding, in the case of Section 8.04(b) immediately below, any approval of this Agreement by action the stockholders of the Board of Directors of the Company if:Company): (a) if, prior to the Offer Closing, the Company Board authorizes the Company to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of Directors of Parent shall have made a Parent Change in RecommendationSuperior Proposal; provided, however, provided that the Company will not shall have the right to terminate this Agreement paid any amounts due pursuant to this Section 7.03(a8.06(b) hereof in accordance with the terms, and at the times, specified therein and, if such amounts are not paid, any such purported termination shall be void and of no force and effect; and provided further that in the Parent Requisite Vote has been obtainedevent of such termination, the Company substantially concurrently enters into such Company Acquisition Agreement; or (b) there has been a breach of any representationif, warrantyprior to the Offer Closing, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty Sub shall have become untrue after the date of this Agreement, such that Sections 6.03(a) breached or 6.03(b) would not be satisfied and such breach or failure failed to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of perform any of its representations, warranties, covenants or other agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(athis Agreement and in each case such breach or failure to perform (i) or 6.02(b) would not be satisfied (unless capable is incapable of being cured by the Outside Date, or if curable, has not been cured within 30 daysthe earlier of the Outside Date or 20 days after its receipt of written notice thereof from the Company and (ii) in any way would reasonably be expected to prevent, materially impede or materially delay the consummation by Parent or Merger Sub of the Offer, the Merger or the other transactions contemplated hereby).; or (c) at any time prior pursuant to and in accordance with the second sentence of Section 6.04(b); provided that the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds shall have paid any fees required to be paid amounts due pursuant to Section 7.05(b)8.06(b) hereof in accordance with the terms, and at the times, specified therein and, if such amounts are not paid, any such purported termination shall be void and of no force and effect.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company ifClosing: (a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board determines to accept a Superior Proposal, to the extent permitted by and subject to compliance with the applicable terms and conditions of Directors this Agreement, including Section 5.03 hereof (including but not limited to its obligation under Section 5.03(d) to negotiate in good faith with Parent), and to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of Parent shall have made a Parent Change in RecommendationSuperior Proposal; provided, however, that in the event of such termination, the Company will not have substantially concurrently enters into such Company Acquisition Agreement; provided further, that the right to terminate this Agreement Company shall pay any amounts due pursuant to this Section 7.03(a7.06(a) if hereof, in accordance with the Parent Requisite Vote has been obtained; orterms, and at the times, specified therein; (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of Parent or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections Section 6.03(a) or Section 6.03(b) ), as applicable, would not be satisfied and (other than conditions that by their nature are to be satisfied at the Closing, but which shall then be capable of satisfaction if the Closing were to occur on such date) and, such breach or failure to be true is not curable continuing and incapable of being cured by the End Date, or, if curablecapable of being cured by the End Date, is shall not have been cured following written notice in all material respects prior to Parent from the Company of such breach or failure by the earlier of (xi) thirty (30) Business Days after written notice thereof is given by the Company to Parent or (ii) the 30th day following such written notice and (y) the Termination End Date; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.04(b) if the Company is then in breach of any material representation, warranty, covenant, or obligation hereunder, and such breach is continuing and shall not have been cured; or (c) if (i) all of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) Section 6.01 and Section 6.02 have been satisfied or 6.02(b) would not waived (other than conditions that by their nature are to be satisfied (unless at the Closing, but which shall then be capable of being cured within 30 days). satisfaction if the Closing were to occur on such date) and Parent and Merger Sub fail to consummate the Closing on the date required by Section 1.02, (cii) at any time prior to the Company Requisite Vote being obtained, thereafter delivers written notice to Parent confirming that the requirements of clause (i) have been satisfied and stating that, if Parent performs its obligations hereunder and the Board of Directors of Debt Financing is funded, then the Company authorizes will consummate the Company, to the extent permitted by and subject to complying Closing in accordance with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (iiiii) concurrently with Parent would not be entitled to terminate this Agreement pursuant to Section 7.02 or Section 7.03, and (iv) Parent fails to consummate the termination transactions contemplated by this Agreement within five (5) Business Days after delivery of this Agreementsuch notice, provided, that the conditions to the obligations of Parent and Merger Sub to consummate the Closing set forth in Section 6.01 and Section 6.02 remain satisfied or waived at the close of business on such fifth (5th) Business Day; and provided further, that during such five (5) Business Day period after delivery of such notice by the Company, subject Parent shall not be entitled to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of terminate this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b7.02(a).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned at Company upon written notice to each Commitment Party upon the occurrence of any time prior of the following Events, subject to the First Effective Time by action of the Board of Directors rights of the Company if:to fully and conditionally waive, in writing, on a prospective or retroactive basis the occurrence of such Event (each, a “Xxxxxxx Termination Event”): (a) the Board of Directors of Parent any Law or final and non-appealable Order shall have made a Parent Change in Recommendation; providedbeen enacted, however, adopted or issued by any Governmental Entity that prohibits the Company will not have implementation of the Plan or any Rights Offering or the transactions contemplated by this Agreement or the other Transaction Agreements; (b) subject to the right of the Commitment Parties to terminate this Agreement arrange a Commitment Party Replacement in accordance with Section 2.3(a) (which will be deemed to cure any breach by the replaced Commitment Party pursuant to this Section 7.03(a9.3(b)), (i) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any Commitment Party shall have materially breached any representation, warranty, covenant or other agreement made by Parent or the Merger Subs such Commitment Party in this Agreement, Agreement or any such representation and or warranty shall have become untrue inaccurate after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied Agreement and such breach or failure inaccuracy would, individually or in the aggregate, cause a condition set forth in Section 7.3(h) or Section 7.3(i) not to be true is not curable orsatisfied, if curable(ii) the Company shall have delivered written notice of such material breach or inaccuracy to such Commitment Party, (iii) such material breach or inaccuracy is not cured following written notice to Parent from by such Commitment Party by the Company tenth (10th) Business Day after receipt of such breach or failure by the earlier of (x) the 30th day following such written notice notice, and (yiv) the Termination Dateas a result of such failure to cure, any condition set forth in Section 7.3(h) or Section 7.3(i) is not capable of being satisfied; provided provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 9.3(b) if the Company it is then in material breach of any representation, warranty, covenant or other agreement hereunder that would result in the failure of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions any condition set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of Section 7.1 being cured within 30 days).satisfied; (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board board of Directors directors of the Company authorizes determines that continued performance under this Agreement (including taking any action or refraining from taking any action and including, without limitation, the Company, to Plan or solicitation of the extent permitted by and subject to complying Plan) would be inconsistent with the terms exercise of its fiduciary duties (as reasonably determined by such entity in good faith after consultation with outside legal counsel and based on the advice of such counsel); (d) the Closing Date has not occurred by the Outside Date (as the same may be extended pursuant to Section 5.029.2(a) or Section 2.3(e)), unless prior thereto the Effective Date occurs and each Rights Offering has been consummated; provided, that the Company shall not have the right to enter into an Alternative Company Acquisition terminate this Agreement with respect pursuant to a Company Superior Proposal that did not result from a material this Section 9.3(c) if it is then in willful or intentional breach of this Agreement, ; or (iie) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)6.03(e) of the Restructuring Support Agreement.

Termination by the Company. This The Company may terminate this Agreement may be terminated and by written notice in accordance with Section 16 (with such termination being effective three (3) Business Days following delivery of such written notice, except as otherwise set forth below) to each Commitment Party upon the Mergers may be abandoned at occurrence of any time prior to the First Effective Time by action of the Board of Directors of the Company iffollowing: (ai) the Board of Directors of Parent any Backstop Party shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of breached any representation, warranty, covenant or other agreement made by Parent or the Merger Subs such Backstop Party in this Agreement, and such breach or any such representation and warranty shall have become untrue after inaccuracy would, individually or in the date aggregate, result in a failure of this Agreement, such that Sections 6.03(aa condition set forth in Section 12(g) or 6.03(b) would not be Section 12(h), if continuing on the Plan Effective Date, being satisfied and such breach or failure to be true is not curable or, if curable, inaccuracy is not cured following written notice to Parent from the Company of by such breach or failure Backstop Party by the earlier of (x1) the 30th day following seventh (7th) Business Day after the giving of notice thereof to such written notice Backstop Party by the Company and (y2) the Termination third (3rd) Business Day prior to the Outside Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, clause (i) if based upon a breach arising out of the Board of Directors actions or omissions of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material in breach of this Agreement; and provided further that such termination under this Section shall not be effective if, prior to the expiration of such cure period, one or more non-breaching Backstop Parties assume such breaching Backstop Party’s Commitment; (ii) concurrently the board of directors, board of managers, or such similar governing body of the Company or any of its subsidiaries determines in good faith, based on advice of counsel, that proceeding with any of the Restructuring Transactions would be inconsistent with the termination exercise of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and its fiduciary duties; (iii) prior the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that would reasonably be expected to prevent the consummation of a material portion of the Restructuring Transactions; provided, that notwithstanding the foregoing, this termination right shall not apply to or concurrently with such termination, be exercised by the Company pays to Parent or any of its subsidiaries that sought or requested such ruling or order or in immediately available funds contravention of any fees required to be paid obligation or restriction set out in this Agreement or the RSA; provided further, that a ruling by the Bankruptcy Court that the Plan is not confirmable as a result of the terms included therein and contemplated by one or more provisions of the Term Sheet shall not, by itself, constitute a termination event pursuant to this Section 7.05(b14(b)(iii); or (iv) the Bankruptcy Court enters an order denying confirmation of the Plan.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, by action of the Board board of Directors directors of the Company ifCompany: (a) If (i) the Board Company is not in material breach of Directors any of its agreements or covenants under this Agreement, (ii) the Merger shall not have been approved by the Company Requisite Vote, (iii) the board of directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent shall have made in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iv) Parent does not make, within five business days after receipt of the Company's written notification of its intention to enter into a Parent Change in Recommendation; providedbinding agreement for a Superior Proposal, however, a bona fide offer that the board of directors of the Company will not have determines, in good faith after consultation with its financial advisors, is at least as favorable as the right Superior Proposal, taking into account, to terminate this Agreement the extent relevant, the long term prospects and interests of the Company and its stockholders, and (v) the Company has paid Parent any amounts then due to Parent pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtainedStock Option Agreement; or (b) If there has been a material breach by Parent of any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this AgreementAgreement that, or together with all such breaches, would prevent any such representation of the conditions set forth in Article 8 from being satisfied (other than by waiver) prior to the Termination Date and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 20 days after written notice to Parent from the Company of such breach or failure is given by the earlier of (x) the 30th day following such written notice and (y) the Termination DateCompany to Parent; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).or (c) at any time prior to If the Company Requisite Vote being obtained, (i) if the Board of Directors of shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and the Company authorizes the Company, has paid Parent any amounts then due to Parent pursuant to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Stock Option Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First earlier of (x) acceptance for payment of Common Shares pursuant to the Tender Offer or (y) the approval of the Merger by the Company Requisite Vote, in the case of clause (a), or the Effective Time Time, in the case of clause (b), by action of the Board of Directors of the Company ifCompany: (a) if (i) the Company is not in material breach of any of the terms of this Agreement, (ii) the Board of Directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent shall have made in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iii) Parent does not make, prior to five business days after receipt of the Company's written notification of its intention to enter into a Parent Change in Recommendation; providedbinding agreement for a Superior Proposal (the "Alternative Transaction Notice"), however, an offer that the Board of Directors of the Company will determines, in good faith after consultation with its financial advisors, is at least as favorable as the Superior Proposal, taking into account the long term prospects and interests of the Company and its stockholders, and (iv) the Company prior to such termination pays to Parent in immediately available funds the fees required to be paid pursuant to Section 8.5. Without limiting the generality of the foregoing, the Company agrees and acknowledges (x) that it cannot have the right to terminate this Agreement pursuant to this Section 7.03(a8.3(a) in order to enter into a binding agreement referred to in clause (ii) above until at least five business days after receipt of the Alternative Transaction Notice and (y) to notify Parent promptly if the Parent Requisite Vote has been obtained; orits intention to enter into a written agreement referred to in its Alternative Transaction Notice shall change at any time after giving such notification; (b) if there has been a material breach by Parent or Merger Subsidiary of any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such Agreement that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 20 days after written notice to Parent from the Company of such breach or failure is given by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with party committing such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)breach.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent The Company shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant under the following circumstances: (i) Upon the death of Executive; (ii) Upon notice from the Company to this Section 7.03(aExecutive in the event of an illness or other disability which has incapacitated him from performing his duties for four (4) if consecutive months as determined in good faith by the Parent Requisite Vote has been obtainedBoard; or (iii) For "good cause" upon notice from the Company. Termination by the Company of Executive's employment for "good cause" shall be limited to the following circumstances: (A) Executive is convicted of, pleads guilty to or pleads nolo contendere to a felony crime involving moral turpitude; (B) Executive is found guilty of or pleads no contest to fraud, conversion, embezzlement, falsifying records or reports or a similar crime involving the Company's property; (C) Executive willfully breaches this Agreement, which breach remains uncured thirty (30) days after written notice thereof shall have been sent to Executive; or (D) The voluntary resignation by Executive as an employee of the Company. (b) there has been a breach of any representationIf this Agreement is terminated pursuant to Section 8(a) above, warranty, covenant or agreement made by Parent or Executive's rights and the Merger Subs Company's obligations hereunder shall forthwith terminate except as expressly provided in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior If this Agreement is terminated pursuant to the Company Requisite Vote being obtainedSection 8(a)(i) or (ii) hereof, Executive or his estate shall be entitled to receive: (i) if A cash payment equal to Executive's Base Salary hereunder for a twelve (12) month period, payable within thirty (30) days of the date of such termination; (ii) All Incentive Bonuses granted to him by the Board of Directors of pursuant to Section 4(b) above; and (iii) All stock options granted by the Company authorizes to Executive which shall accelerate and become immediately exercisable. The Company may purchase insurance to cover all or any part of its obligations set forth in this Section 8(c), and Executive agrees to take a physical examination to facilitate the obtaining of such insurance. However, death and disability benefits are not conditioned upon the Executive's insurability or the Company's obtaining insurance. (d) Whenever compensation is payable to Executive hereunder during a time when he is partially or totally disabled and such disability (except for the provisions hereof) would entitle him to disability income or to salary continuation payments from the Company according to the terms of any plan now or hereafter provided by the Company or according to any Company policy in effect at the time of such disability, the compensation payable to him hereunder shall be inclusive of any disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to Executive by an insurance company under an insurance policy paid for by the Company, the amounts paid to him by said insurance company shall be considered to be part of the extent permitted payments to be made by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid him pursuant to Section 7.05(b)this Section, and shall not be in addition thereto.

Termination by the Company. This Agreement may (a) The Executive's employment hereunder shall be terminated terminated: (i) upon death of the Executive; or (ii) upon the Executive's inability to perform Executive's duties on account of disability or incapacity for a period of ninety (90) or more consecutive days occurring within any period of twelve (12) consecutive months, such termination to take effect on 30 days prior written notice from the Company to the Executive. A determination of disability shall be made by a physician satisfactory to both the Executive and the Mergers may Company; provided that if the Executive and the Company do not agree on a physician, they shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be abandoned binding on all parties; or (iii) at any time prior time, for Cause (as hereinafter defined), such termination to take effect immediately upon written notice from the Company to the First Effective Time Executive, except in case of subparagraph 6(a)(iv)(3) or (4) below, in which case termination shall only take effect after Executive has been given written notice of specifications and a reasonable opportunity to cure any matter referred to therein and same shall not be cured within such time; or (iv) upon expiration of the Employment Term. The following actions, failures or events shall constitute "Cause" for termination within the meaning of clause (iii) above: (1) conviction of a felony, (2) acts of dishonesty or moral turpitude constituting fraud or embezzlement or otherwise materially adversely affecting the business or properties of the Company, (3) failure by action the Executive to obey the reasonable and lawful orders of the Board of Directors of the Company if: or (a4) repeated negligence by the Board Executive in the performance of, or willful disregard by the Executive, of Directors Executive's obligations hereunder. If the Executive contests, in good faith, whether termination for "Cause" is proper, said dispute shall be immediately referred to arbitration in Suffolk County, New York, in accordance with the provisions of Parent shall have made a Parent Change in Recommendation; providedSection 18 hereof. Pending the resolution of such dispute, however, that the Company will not have shall continue to pay Executive his salary and benefits. Whether Executive must return any of said amounts if it is ultimately determined that termination for "Cause" was proper shall be decided by the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orArbitrator. (b) there has been a breach of any representationNotwithstanding anything to the contrary expressed or implied herein, warrantyexcept as required by applicable law, covenant or agreement made by Parent and except if the Company terminates Executive's employment without Cause or the Merger Subs in this AgreementExecutive terminates his employment for Good Reason, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right be obligated to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of make any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior payments to the Company Requisite Vote being obtainedExecutive or on Executive's behalf of whatever kind or nature by reason of the Executive's cessation of employment, other than (i) such amounts, if the Board any, of Directors Executive's salary and bonus as shall have accrued and remained unpaid as of the Company authorizes the Companydate of said cessation, to the extent permitted by including Back Salary, and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with such other amounts which may be then otherwise payable to the termination of this Agreement, Executive from the Company's benefits plans or reimbursement policies, subject if any (the sum of these amounts shall hereinafter be referred to complying with as the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b"Accrued Obligations").

Termination by the Company. This Notwithstanding the provisions of ----------------------------- paragraph 2, the Company may terminate the employment of Executive under this Agreement may be terminated and the Mergers may be abandoned at if any time prior to the First Effective Time by action of the Board of Directors of the Company iffollowing occur: (a) the death of Executive; (b) the Executive becomes, in the good faith opinion of the Board of Directors Directors, physically or mentally disabled, for a period of Parent more than six (6) consecutive months, to the extent he is unable to perform his duties hereunder; (c) for any reason, or for no reason, at the end of the initial five (5) year term of this Agreement or any renewal thereof; or (d) for "Cause", which for purposes of this Agreement shall have mean Executive (i) has engaged in gross negligence or willful misconduct in the performance of the duties required of him hereunder, (ii) has willfully refused without proper legal reason to perform the duties and responsibilities required of him hereunder (provided, however, that no act or failure to act pursuant to subsections (i) and (ii) above shall be deemed "willful" if due primarily to an error in judgment or negligence or if made a Parent Change in Recommendationgood faith with reasonable belief that such act is in the best interest of the Company), (iii) has materially breached any material provision of this Agreement (and such breach remains uncorrected 30 days following Executive's receipt of written notice of the breach from the Company), or (iv) the Executive commits, is arrested or officially charged with any felony, or any crime involving moral turpitude, which, in the good faith opinion of the Company, would impair Executive's ability to perform his duties hereunder or would impair the business reputation of the Company or Executive misappropriates any funds or property of the Company; provided, however, that the Company will not have the right to terminate this Agreement Executive's employment may be terminated -------- ------- pursuant to this Section 7.03(aparagraph 11(d) only if such termination is approved by at least two-thirds of the Parent Requisite Vote has been obtained; or (b) there has been a breach members of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors after Executive has been given written notice by the Company of the Company authorizes the Companyspecific reason for such termination and an opportunity for Executive, together with his counsel, to be heard before the extent permitted by and subject to complying with Board of Directors. Members of the terms Board of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal Directors may participate in any hearing that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees is required to be paid pursuant to Section 7.05(b)this paragraph 11(d) by means of conference telephone or similar communications equipment whereby all persons participating in the hearing can hear and speak to each other; provided, -------- however, that at least one-half of the members of the Board of Directors shall ------- attend the hearing in person.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, representation or warranty or failure to perform any covenant or agreement made by Parent or on the Merger Subs part of the Buyer under this Agreement occurs that would cause any condition in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections Section 6.03(a) or Section 6.03(b) would not to be satisfied and such breach or failure to be true is not curable or, if curable, incapable of being cured or is not cured following written notice in accordance with the terms of Section 6.04; provided that, any wilful breach shall be deemed to Parent from be incapable of being cured and the Company is not then in breach of such breach this Agreement so as to cause any of the conditions in Section 6.02(a) or failure Section 6.02(b) not to be satisfied; or (b) prior to the approval of the Arrangement Resolution by the earlier of Company Shareholders, the Company Board makes a Company Change in Recommendation or the Company enters into a written agreement (xother than a confidentiality agreement permitted by and in accordance with Section 7.03(a)(iv)) the 30th day following such written notice and (y) the Termination Datewith respect to a Superior Proposal; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if that, the Company is then in breach of any of its representationscompliance with ARTICLE VII and that prior to or concurrent with such termination the Company pays the Company Termination Fee and the principal amount, warrantiestogether with all accrued and unpaid interest, covenants or agreements outstanding under this Agreement the Bridge Loan have been paid to the Buyer in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysaccordance with Section 7.05(c).; or (c) at any time prior to the approval by the Company Requisite Vote being obtained, Shareholders of the Arrangement Resolution: (i) if the Buyer Board of Directors of makes a Buyer Change in Recommendation; (ii) the Company Buyer Board approves, recommends or authorizes the Company, Buyer to the extent enter into a written agreement (other than a confidentiality agreement permitted by and subject to complying in accordance with the terms of Section 5.02, to enter into 7.03(a)(iv) concerning an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and Proposal; or (iii) prior to or concurrently with such termination, the Company pays to Parent Buyer breaches ARTICLE VII in immediately available funds any fees required to be paid pursuant to Section 7.05(b)material respect.

Termination by the Company. This Agreement may be terminated and the Mergers Merger and the other Transactions may be abandoned at any time prior to the First Effective Time Time, before or after the approval by holders of Common Stock by action of the Board of Directors of the Company ifCompany: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any material representation, warranty, covenant or agreement made by Parent on the part of Purchaser or the Merger Subs Sub set forth in this AgreementAgreement ("Terminating Purchaser Breach"); provided, however, that, if -------- ------- such Terminating Purchaser Breach is curable by Purchaser or any Merger Sub through the exercise of its reasonable best efforts and for so long as Purchaser or Merger Sub continue to exercise such representation and warranty shall have become untrue reasonable best efforts (but in no event longer than thirty days after the date Company's notification to Purchaser of this Agreementthe occurrence of such Terminating Purchaser Breach), such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall may not have the right to terminate this Agreement pursuant to under this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days8.4(a).; or (cb) at any time if prior to the Company Requisite Vote being obtained, Transition Time (i) if the Board of Directors of the Company authorizes the Companywithdraws, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach modifies or changes its recommendation of this Agreement, Agreement or the Merger or other Transactions or (ii) concurrently the Board of Directors of the Company shall have recommended to the stockholders of the Company any Competing Transaction, or resolved to do either of the foregoing after consultation with independent legal counsel, having determined in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law; provided, that any termination of this AgreementAgreement by the Company pursuant to this Section 8.4(b) shall not be effective until the close of business on the second (or, in the Company, subject event that the party with whom the Company proposes to complying with engage in the terms Competing Transaction was a participant in the auction process referred to in the first sentence of Section 5.026.10(a) hereof, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did fifth) full business day after notice of such termination to Purchaser; or (c) if (i) Purchaser or Merger Sub shall have failed to commence the Offer within the time required in Section 9.1, or (ii) Merger Sub or Purchaser shall not result from a material breach have purchased any Shares pursuant to the Offer by the later of 45 days after the date of this Agreement and 3 business days after the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act [and any required approvals in connection with any pre-merger notification filing with the German Federal Cartel Office have been obtained] or (iii) prior to the Offer shall have been terminated without Purchaser or concurrently with such termination, the Company pays to Parent in immediately available funds Merger Sub having purchased any fees required to be paid Shares pursuant to Section 7.05(b)thereto.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Board of Directors of the Company ifBoard: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(aif (i) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then not in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement6.5, (ii) concurrently with the termination of this AgreementMerger shall not have been approved by the Company Requisite Vote, (iii) the Company Board authorizes the Company, subject to complying with the terms of Section 5.02this Agreement, enters to enter into an Alternative Company Acquisition Agreement providing for a Company binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent in writing that did not result from a material breach it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, and (iv) during the three business day period after the Company's notice, (A) the Company shall have negotiated with, and shall have caused its respective financial and legal advisors to negotiate with, Parent to attempt to make such commercially reasonable adjustments in the terms and conditions of this Agreement as would enable the Company to proceed with the transactions contemplated hereby and (iiiB) prior the Company Board shall have concluded, after considering the results of such negotiations, that any Superior Proposal giving rise to or concurrently with the Company's notice continues to be a Superior Proposal. The Company may not effect such termination, termination unless contemporaneously therewith the Company pays to Parent in immediately available funds any the fees required to be paid pursuant to Section 7.05(b)8.5. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (iii) above until at least the day following the third business day after it has provided the notice to Parent required thereby and (y) to notify Parent promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification; or (b) if there is a breach by Parent or Merger Sub of any representation, warranty, covenant or agreement contained in this Agreement that cannot be cured and would cause a condition set forth in Section 7.3(a) or 7.3(b) to be incapable of being satisfied as of the Termination Date.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), by action of the Board of Directors of the Company ifBoard: (a) if (i) the Board of Directors of Parent Company Board, pursuant to and in compliance with Section 7.2, shall have made a approved or recommended to the stockholders of the Company any Superior Proposal and (ii) prior to or upon termination pursuant to this Section 9.3(a), the Company shall have paid to Parent Change in Recommendationthe Termination Fee then due and payable under Section 9.5; provided, however, that prior to such termination pursuant to this Section 9.3(a), (A) the Company will not have the right notified Parent in writing promptly of its intention to terminate this Agreement pursuant and to this Section 7.03(aenter into a binding written agreement concerning a Superior Proposal promptly following the Waiting Period (as hereinafter defined), attaching a description of all material terms and conditions of such Superior Proposal in sufficient detail to enable Parent to make a counter proposal, and (B) Parent did not make, within three (3) Business Days after its receipt of such written notification (the “Waiting Period”), an offer that the Company Board determined, in good faith after consultation with its financial advisor, is at least as favorable from a financial point of view to the stockholders of the Company as such Superior Proposal (it being understood that (1) the Company shall not enter into any such binding agreement prior to or during the Waiting Period, (2) the Company shall keep Parent reasonably informed at all times during the Waiting Period of the status and material terms and conditions (including any amendment thereto) of such Superior Proposal in sufficient detail to enable Parent to make a counter proposal, and (3) the Company shall notify Parent promptly if the Parent Requisite Vote has been obtained; orCompany’s intention to enter into such binding written agreement shall change at any time after giving notification of such Superior Proposal). (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.03(aSection 8.3(a) or 6.03(b8.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within twenty (20) days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Parent. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board board of Directors directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right breached any of its representations or warranties or failed to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach perform any of any representation, warranty, covenant its covenants or agreement made by Parent or the Merger Subs agreements set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such which breach or failure to be true is not curable or, if curable, is not cured following written notice perform (i) would give rise to Parent from the Company failure of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions condition set forth in Sections 6.02(aSection 8.3(a) or 6.02(b8.3(b) would and (ii) is not be satisfied (unless capable of being cured within 30 days).prior to the Termination Date or, if capable of being cured, shall not have been cured by Parent by the thirtieth (30th) day after written notice thereof is given by the Company to Parent; (cb) at any time prior to (but not after) obtaining the Requisite Company Requisite Vote being obtained, if (i) if the Board board of Directors directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.027.2, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Agreement the Company, subject to complying with the terms of Section 5.027.2, enters into an Alternative Company Acquisition Agreement providing for with respect to a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid the Termination Fee pursuant to Section 7.05(b9.4(b); or (c) (1) the conditions set forth in Section 8.1 and Section 8.2 (other than those conditions that by their nature are to be first satisfied at the Closing; provided that such conditions are capable of being satisfied as of the date of the termination of this Agreement) are satisfied, (2) the Company has confirmed by written notice to Parent that all conditions set forth in Section 8.3 are satisfied (other than those conditions that by their nature are to be first satisfied at the Closing; provided that such conditions are capable of being satisfied as of the date of the termination of this Agreement) or that it irrevocably waives any unsatisfied conditions in Section 8.3 and (3) Parent and Merger Sub fail to consummate the Transactions within three (3) business days after the delivery of such notice and the Company stood ready, willing and able to consummate the Transactions through the end of such three-business day period.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to the First Effective Time by action of Time: (a) if the Board of Directors of the Company ifapproves, and authorizes the Company to enter into, an agreement providing for the implementation of a Superior Proposal, but only so long as: (ai) the Company Shareholder Meeting shall have been held, stockholders of the Company shall have voted on adoption of this Agreement and the Requisite Company Vote was not obtained; (ii) the Company is not then and has not been in breach of any of its obligations under Section 8.5 in any material respect; (iii) the Board of Directors of the Company has determined, after consulting with an independent financial advisor, that such definitive agreement constitutes a Superior Proposal; (iv) the Company has notified Parent in writing that it intends to enter into such definitive agreement, attaching the most current version of such definitive agreement (including any amendments, supplements or modifications) to such notice; and (v) during the eight business day period following Parent's receipt of such notice, (A) the Company shall have offered to negotiate with (and, if accepted, negotiated with), and shall have caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate with), Parent in making such commercially reasonable adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with the Merger and the other transactions contemplated by this Agreement, and (B) the Board of Directors of the Company shall have determined, after considering the results of such negotiations and the revised proposals made a Parent Change in Recommendation; providedby Parent, howeverif any, that the Company will not have the right Superior Proposal giving rise to terminate this Agreement pursuant such notice continues to this Section 7.03(a) if the Parent Requisite Vote has been obtainedbe a Superior Proposal; or (b) there has been a breach of any representation, warranty, covenant or agreement made by if Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of breaches any of its representations, warranties, covenants or agreements under contained in this Agreement in Agreement, which breach (i) would give rise to the failure of a manner such that the conditions condition set forth in Sections 6.02(aSection 9.3(a), 9.3(b) or 6.02(b9.3(c) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination has not been cured by Parent within ten business days after Parent's receipt of this Agreement, written notice of such breach from the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: if (ai) the Board of Directors of Parent or Merger Sub shall have made breached or failed to perform any of its respective representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Sections 8.2(a) or 8.2(b), and (B) is incapable of being cured by Parent Change in Recommendationor Merger Sub by the Termination Date or, if capable of being cured, shall not have been cured by Parent or Merger Sub within thirty (30) calendar days following receipt of written notice of such breach or failure to perform from the Company; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 9.4(i) if the Company it is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions in Sections 8.3(a) or 8.3(b) are incapable of being satisfied by the Termination Date, (ii) all of the conditions set forth in Sections 6.02(a) 8.1 and 8.3 have been satisfied or 6.02(b) would not be satisfied waived (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by Law) in accordance with this Agreement (other than those conditions that by their terms are to be satisfied at the Closing) and subject Parent and Merger Sub do not consummate the Closing by the day the Closing is required to complying with the terms of occur pursuant to Section 5.022.3, or (iii) in order to enter into an Alternative Company a transaction that is a Superior Acquisition Agreement with respect to a Company Superior Proposal, if such Acquisition Proposal that did not result result, directly or indirectly, from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)7.2.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice of the Company: (a) at any time prior to the First Effective Time by action of the Board of Directors receipt of the Company if: Shareholder Approval if (ai) the Board Company Board, or a committee thereof, authorizes the Company, subject to complying with the terms of Directors this Agreement (including Section 4.3(d)), to enter into definitive transaction documentation providing for a Superior Proposal, (ii) immediately prior to or promptly after the termination of Parent shall have made a Parent Change in Recommendation; providedthis Agreement, however, that the Company will not have enters into definitive transaction documentation with respect to a Superior Proposal and (iii) the right Company immediately prior to terminate this Agreement such termination pays to Parent in immediately available funds any fees required to be paid pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or6.5; (b) at any time prior to the Effective Time if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Buyer Parties in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(athe conditions set forth in Section 5.3(a) or 6.03(bSection 5.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xi) thirty (30) days after written notice thereof is given by the Company to Parent and (ii) the 30th day following such written notice and date that is three (y3) Business Days prior to the Termination Date; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company 6.3(b) at any time when it is then in breach of this Agreement and such breach would cause, or result in, the failure of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(aSection 5.2(a) or 6.02(bSection 5.2(b) would not to be satisfied (unless capable of being cured within 30 days).satisfied; or (c) at any time prior to the Company Requisite Vote being obtained, if (i) if the Board of Directors all of the Company authorizes the Company, conditions set forth in Section 5.1 and Section 5.2 have been and continue to the extent permitted be satisfied or waived (other than those conditions that by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did their nature cannot result from a material breach of this Agreementbe satisfied other than at Closing), (ii) concurrently with the termination of this Agreement, the Company, subject Company has confirmed by written notice to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal Parent that did not result from a material breach of it intends to terminate this Agreement pursuant to this Section 6.3(c) if the Buyer Parties fail to consummate the transactions contemplated by this Agreement when required pursuant to Section 1.2 and (iii) prior the Buyer Parties fail to or concurrently with such termination, consummate the Company pays to Parent in immediately available funds any fees required to be paid transactions contemplated by this Agreement within two (2) Business Days of the date the Closing should have occurred pursuant to Section 7.05(b1.2 (it being understood that during such two (2) Business Day period, Parent shall not be entitled to terminate this Agreement).;

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by the Company: (a) at any time prior to the First Effective Time by action earlier of the Offer Closing and the time the Company Requisite Vote is obtained, if (i) the Board of Directors of the Company if: or any committee thereof authorizes the Company, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; (aii) immediately prior to or concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (iii) the Board of Directors of Company immediately prior to or concurrently with such termination pays to Parent shall have made a Parent Change or its designee in Recommendationimmediately available funds the Termination Fee; provided, however, that the Company will shall not have the right be entitled to terminate this Agreement pursuant to this Section 7.03(a9.3(a) if unless (x) the Parent Requisite Vote Company has been obtained; orcomplied with the requirements of the last paragraph of Section 7.2(e), and (y) the Company did not receive the Superior Proposal as a result of a breach of Section 7.2 in any material respect; (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(awhich inaccuracy or breach would give rise to a failure of any condition set forth in Section 8.3(a) or 6.03(b) would not be satisfied 8.3(b), and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xA) the 30th day following such thirty (30) calendar days after written notice and thereof is given by the Company to Parent or (yB) two (2) business days prior to the Termination Date; provided provided, however, that the Company shall may not have the right to terminate this Agreement pursuant to this Section 7.03 9.3(b) if the Company it is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement hereunder and has received notice of such breach from Parent and been provided ten days to cure such breach and has not cured such breach within the 10 day period from the date of such notice; (c) if (i) all of the Tender Offer Conditions shall have been satisfied or waived as of the Expiration Date and Parent fails to consummate the Offer promptly thereafter in a manner such that accordance with Article I or (ii)(A) the Offer has been terminated in accordance with Section 1.1(f), (B) all of the conditions set forth in Sections 6.02(a) or 6.02(b) would 8.1 and 8.2 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and (unless capable C) Parent and Merger Sub fail to consummate the Merger within the earlier of being cured within 30 days).(x) two (2) business days after the date the Closing should have occurred pursuant to Section 2.2 and (ii) one (1) Business Day before the Termination Date, and the Company stood ready, willing and able to consummate during such period; or (cd) at if Parent fails to commence the Offer by December 22, 2010 or terminates or makes any time prior change to the Company Requisite Vote being obtained, (i) if the Board Offer in violation of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)material respect.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time time and date of the approval by stockholders of the Company referred to in Section 8.1(a), by action of the Board of Directors of the Company ifBoard: (a) if (i) the Board of Directors of Parent Company Board, pursuant to and in compliance with Section 7.2, shall have made a approved or recommended to the stockholders of the Company any Superior Proposal and (ii) prior to or upon termination pursuant to this Section 9.3(a), the Company shall have paid to Parent Change in Recommendationthe Termination Fee then due and payable under Section 9.5; provided, howeverthat, that (A) prior to such termination pursuant to this Section 9.3(a) the Company will not have the right notified Parent in writing promptly of its intention to terminate this Agreement pursuant and to this enter into a binding written agreement concerning a Superior Proposal promptly following the Waiting Period (as hereinafter defined), attaching the most current version of such agreement (or, to the extent no such agreement is contemplated to be entered into by the Company in connection with such Superior Proposal, a description of all material terms and conditions of such Superior Proposal), and (B) Parent did not make, within three (3) Business Days after its receipt of such written notification (the “Waiting Period”), an offer that the Company Board determined, in good faith after consultation with its financial advisor, is at least as favorable from a financial point of view to the stockholders of the Company as such Superior Proposal (it being understood that (1) the Company shall not enter into any such binding agreement prior to or during the Waiting Period, (2) the Company shall keep Parent reasonably informed at all times during the Waiting Period of the status and material terms and conditions (including any amendment thereto) of such Superior Proposal and provide copies of all draft Alternative Acquisition Agreements related to such Superior Proposal (and any executed confidentiality agreement entered into in the circumstances referred to in Section 7.03(a7.2(a)), and (3) the Company shall notify Parent promptly if the Parent Requisite Vote has been obtainedCompany’s intention to enter into such binding written agreement shall change at any time after giving notification of such Superior Proposal); or (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and or warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(athe condition set forth in Section 8.3(a) or 6.03(b) 8.3(b), as the case may be, would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within twenty (20) days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Dateto Parent; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant by the Company shall not be available to this Section 7.03 the Company if the Company is then at that time in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Acquisition may be abandoned at any time and the Scheme may be withdrawn prior to the First Effective Time by action written notice of the Company: (a) if, subject to complying in all material respects with the terms of Section 6.2 (other than Section 6.2(d)) and complying in all respects with Section 6.2(d), the Board of Directors of the Company if: (a) the Board effects a Change of Directors Recommendation either as a result of Parent shall have made an Intervening Event or a Parent Change Superior Proposal not solicited in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this material violation of Section 7.03(a) if the Parent Requisite Vote has been obtained; or6.2(a); (b) if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Buyer in this Agreement, or any such representation and warranty of Buyer shall have become untrue after the date of this Agreement, such that Sections 6.03(athe conditions set forth in Section 7.3(a) or 6.03(b7.3(b) would not be satisfied at such time and such breach or failure to be true is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (i) thirty (30) days after written notice thereof is given by the Company to Buyer and (ii) the date that is three (3) business days prior to the Long Stop Termination Date; provided, however, that the Company is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 7.2(a) or 7.2(b) not to be satisfied; or (c) if all conditions in Section 7.1 and Section 7.2 have been satisfied or waived (other than (x) those conditions that by their terms are to be satisfied by actions taken at the 30th day following Closing, so long as such written conditions were capable of being satisfied if the Closing Date were the date valid notice of termination of this Agreement is delivered by the Company to Buyer and (y) the Termination Datecondition in Section 7.1(d)), Buyer shall have failed to complete the Closing (including preventing the Court Sanction Hearing from being held or the Sanctioning Order from being granted) as a result of the full proceeds to be provided to Buyer by the Financing not being available on the date on which the Closing should have occurred pursuant to Section 1.2 and the Company sent irrevocable written notice to Buyer at least three business days prior to the termination pursuant to this Section 8.3(c) to the effect that it stands ready, willing and able to consummate the transactions contemplated by this Agreement (subject to receipt of the Sanctioning Order) (including confirmation that all conditions set forth in Section 7.3 have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, so long as such conditions are capable of being satisfied at the Closing) or that the Company is willing to waive any unsatisfied conditions set forth in Section 7.3) and cooperates with Buyer to effect the Closing during such three business day notice period; provided that the Company during such notice period no Party shall not have the right be entitled to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days8.2(a). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by the Company by action of the Company Board of Directors (acting with the approval of the Company Independent Director) if: (a) the Board of Directors a Change of Parent Recommendation shall have made occurred; provided that, following such a Change of Parent Change in Recommendation; provided, however, that the Company will not shall no longer have the right to terminate this Agreement pursuant to this Section 7.03(a9.3(a) if after the Parent Requisite Vote has Majority of the Minority Stockholder Approval shall have been obtained; or; (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.03(aSection 8.3(a) or 6.03(bSection 8.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by within the earlier of (xi) the 30th day following such thirty (30) days after written notice thereof is given by the Company to Parent and (yii) one (1) Business Day before the Termination DateOutside Date (whether before or after the Company Stockholder Approval, the Parent Stockholder Approval or the Parent Majority of the Minority Stockholder Approval shall have been obtained); provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 9.3(b) if the Company is then in breach of this Agreement such that any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(aSection 8.2(a) or 6.02(bSection 8.2(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; or (c) at any time prior to the time the Company Requisite Vote being Stockholder Approval is obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, in order to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal in accordance with Section 7.2; provided, that did not result from a material breach of the right to terminate this Agreement and (iiipursuant to this Section 9.3(c) shall not be available unless substantially concurrently with or prior to or concurrently with (and as a condition to) such termination, (i) the Company pays to Parent in immediately available funds any fees required to be paid the Termination Fee pursuant to Section 7.05(b)9.5(b) and (ii) the Company duly executes and delivers a definitive Alternative Company Acquisition Agreement with respect to such Company Superior Proposal to the counterparty thereto.

Termination by the Company. This Agreement may be terminated by the Company and the Mergers may Offer and the Merger shall be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company ifAcceptance Time: (a) the Board of Directors of Parent if there shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by on the part of Parent or the Merger Subs Acquisition Sub contained in this AgreementAgreement that has resulted in the failure of Parent or Acquisition Sub to consummate the transactions contemplated hereby, or any such representation including the Offer and warranty shall have become untrue after the date Merger, in accordance with the terms of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not incapable of being cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date, or if capable of being cured by the Termination Date is not so cured; provided provided, that the Company shall have given Parent at least 30 days written notice prior to such termination stating the Company’s intention to terminate this Agreement pursuant to this Section 8.4(a); provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.4(a) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under contained in this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; (cb) in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement related to a Superior Proposal, if at any time prior to the Company Requisite Vote being obtainedsuch time, (i) if the Board of Directors of the Company authorizes is not in material breach of Section 6.2(a), and (ii) the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees the Termination Fee required to be paid pursuant to Section 7.05(b8.6(b)(ii); (c) Acquisition Sub shall have failed to commence the Offer within three business days of the time period set forth in Section 1.1(a); provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.4(c) if Parent’s or Acquisition Sub’s failure to commence the Offer is primarily due to the Company’s material breach of any of its covenants or agreements contained in this Agreement; or (d) (i) all of the conditions set forth in Annex B have been and continue to be satisfied or waived (to the extent permitted by this Agreement and under applicable Laws) and (ii) Acquisition Sub has not accepted for payment, and paid for, all the Shares that are validly tendered and not withdrawn pursuant to the Offer on or prior to the third business day after all such conditions have been satisfied or waived following the Expiration Time.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company upon written notice to each Commitment Party if: (a) the Board Bankruptcy Court denies entry of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have BCA Assumption Order or the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orRSA Assumption Order; (b) there the Closing Date has not occurred by the Outside Date (as the same may be extended pursuant to Section 9.4(i) or Section 2.3(a)), unless prior thereto, the Effective Date occurs and the Rights Offering has been a breach of any representationconsummated; provided, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 9.3(b) if the Company it is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; (c) one or more of the Consenting Noteholders materially breaches its obligations under the RSA, such that the Commitment Party or the Commitment Parties not then in breach of the RSA (the “Non-Breaching RSA Commitment Parties”) at any time prior hold collectively less than forty percent (40%) of the principal amount of all Unsecured Notes Claims; (d) subject to the Company Requisite Vote being obtainedright of the Commitment Parties to arrange a Commitment Party Replacement in accordance with Section 2.3(a) (which will be deemed to cure any breach by the replaced Commitment Party pursuant to this subsection (d), (i) if any Commitment Party shall have breached any representation, warranty, covenant or other agreement made by such Commitment Party in this Agreement or any such representation or warranty shall have become inaccurate and such breach or inaccuracy would or would reasonably be expected to, individually or in the Board of Directors of aggregate, cause a condition set forth in Section 7.3(h) or Section 7.3(j) not to be satisfied, (ii) the Company authorizes shall have delivered written notice of such breach or inaccuracy to such Commitment Party, and (iii) such breach or inaccuracy is not cured by such Commitment Party by the Companyfifth (5th) Business Day after receipt of such notice; provided, that the Company shall not have the right to the extent permitted by and subject terminate this Agreement pursuant to complying with the terms of this Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material 9.3(d) if it is then in breach of this Agreement; (e) the board of directors of the Company determines in good faith, (ii) concurrently after consultation with outside counsel, that the continued performance under this Agreement would be inconsistent with the termination exercise of this Agreementits fiduciary duties; provided, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid the Termination Fee pursuant to Section 7.05(b)9.6(b) to the extent such Termination Fee is otherwise payable under this Agreement; (f) any of the BCA Assumption Order, RSA Assumption Order or the Confirmation Order is reversed, stayed, dismissed, vacated, or reconsidered; or (g) if the Company shall not receive the Rights Offering Amount pursuant to the Rights Offering and this Agreement; provided, that any termination pursuant to this Section 9.3(g) shall not relieve or otherwise limit the liability of any Defaulting Commitment Party hereto for any breach or violation of its obligations under this Agreement or any documents or instruments delivered in connection herewith.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by the Company by action of the Company Board of Directors (acting upon the recommendation of the Company Special Committee) or the Special Committee if: (a) the Board of Directors a Change of Parent Recommendation shall have made occurred; provided that, following such a Change of Parent Change in Recommendation; provided, however, that the Company will not shall no longer have the right to terminate this Agreement pursuant to this Section 7.03(a9.3(a) if after the Parent Requisite Vote Stockholder Approval has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent Parent, Merger Sub or the Merger Subs Sub II in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.03(aSection 8.3(a) or 6.03(b8.3(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by within the earlier of (xi) the 30th day following such thirty (30) days after written notice thereof is given by the Company to Parent and (yii) one (1) Business Day before the Termination DateOutside Date (whether before or after the Requisite Company Stockholder Approvals or the Parent Stockholder Approval have been obtained pursuant to Section 8.1(a) or Section 8.1(b), as applicable); provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 9.3(b) if the Company is then in breach of this Agreement such that any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(aSection 8.2(a) or 6.02(b8.2(b) would not be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned at Company upon written notice to each Private Placement Party upon the occurrence of any time prior of the following, subject to the First Effective Time by action of the Board of Directors rights of the Company ifto fully and conditionally waive, in writing, on a prospective or retroactive basis the occurrence of: (a) occurrence of the Board Plan Support Agreement Termination Condition; provided, however, the Debtors may waive the Plan Support Agreement Termination Condition in their sole discretion, but may only exercise the Plan Support Agreement Termination Condition (or waive such condition) prior to entry of Directors the PPA and BCA Approval Order, provided, further, however that the timely and valid exercise of Parent the Plan Support Agreement Termination Condition shall have made relieve the Debtors from any obligation to pay the Breakup Payments or Expense Reimbursement or any other obligations under the Backstop Commitment Agreement or the Private Placement Agreement; (b) the determination by any of the Company’s boards of directors or members, as applicable, in good faith, based on the advice of its outside counsel, that (i) proceeding with the transactions contemplated by this Agreement or the Plan Support Agreement would be inconsistent with the continued exercise of its fiduciary duties, or (ii) having received a Parent Change proposal or offer for an Alternative Transaction, that such Alternative Transaction is likely to be more favorable than the Plan and that continued support of the Plan pursuant to this Agreement would be inconsistent with its fiduciary obligations; (c) the appointment in Recommendationthe Chapter 11 Cases of a trustee or receiver, the conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or the dismissal of the Chapter 11 Cases by order of the Bankruptcy Court, provided, however, that the occurrence of any of the foregoing as to the Gold Field Debtors shall not cause a Termination Event; (d) following the delivery of written notice thereof by the Debtors, the occurrence of a material breach by any of the Parties of any of its obligations, representations, warranties, covenants or commitments set forth in this Agreement that adversely and materially affects the Debtors’ rights under this Agreement and is either unable to be cured or is not cured within five (5) Business Days following the delivery of such notice; (e) the entry by the Bankruptcy Court of an order terminating the Debtors’ exclusive right to file a plan of reorganization pursuant to section 1121 of the Bankruptcy Code; (f) either the Disclosure Statement Order or the Confirmation Order is reversed, stayed, dismissed, vacated, reconsidered or is materially modified or materially amended after entry in a manner that is not reasonably acceptable to the Debtors; or (g) the issuance by any governmental authority, including but not limited to the Bankruptcy Court, any regulatory authority (local, state, federal or otherwise), or any other court of competent jurisdiction (state or federal), of any ruling, order or any other document or official record (i) denying approval of any material term or condition of the Plan, the Plan Documents, or the Restructuring, (ii) enjoining the substantial consummation of the Restructuring, (iii) making illegal or otherwise restricting, preventing, or prohibiting the Restructuring or (iv) otherwise substantially impeding or rendering impossible or impracticable the substantial consummation of the Restructuring; provided, however, that the Company will not Debtors shall have five (5) Business Days following the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach issuance of any representation, warranty, covenant such ruling or agreement made by Parent or order to obtain relief that would allow consummation of the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement Restructuring in a manner such that the conditions set forth in Sections 6.02(a) does not prevent or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying diminish compliance with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of the Plan Documents and this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated -------------------------- and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), by action of the Board board of Directors directors of the Company Company, if: (ai) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the The Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in material breach of any of its representations, warranties, covenants or agreements under in this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtainedAgreement, (iii) if the Board board of Directors directors of the Company authorizes the Company, prior to the extent permitted by consummation of the Offer and the Company's compliance with Section 1.4 hereof, and subject to complying with the terms of Section 5.02this Agreement, to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement concerning a Superior Proposal and the Company notifies Parent in writing that did not result from a material breach it intends to enter into such an agreement, attaching the most current version of this Agreementsuch agreement to such notice, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) Parent does not make, within three business days of receipt of the Company's written notification of its intention to enter into such an agreement, a written offer that is at least as favorable to the stockholders of the Company as the Superior Proposal. The Company agrees (x) that it will not enter into a binding agreement referred to in clause (ii) of the previous sentence until at least the first calendar day following the third business day after it has provided the written notice to Parent required thereby, (y) to notify Parent promptly if its intention to enter into a written agreement referred to in such notice shall change at any time after giving such notification and (z) that it will not terminate this Agreement or enter into a binding agreement referred to in clause (ii) of the previous sentence if Parent has, 42 within the period referred to in clause (x) of this sentence, made a written offer that is at least as favorable to the Company's stockholders as the Superior Proposal; or (b) The Company is not in material breach of any of its representations, warranties, covenants or agreements in this Agreement and prior to the consummation of the Offer, there has been a material breach by Parent or concurrently with Merger Sub of any representation, warranty, covenant or agreement of Parent or Merger Sub contained in this Agreement which has had, or is reasonably likely to have, the effect of materially impairing the ability of Parent or Merger Sub to consummate the Offer or the Merger (a "Terminating Parent Breach"); provided, however, that, if such terminationTerminating Parent Breach is curable by Parent through the exercise of reasonable best efforts and such cure is reasonably likely to be completed prior to the applicable date specified in Section 9.2(i), then for so long as Parent continues to exercise reasonable best efforts to cure such Terminating Parent Breach, the Company pays may not terminate this Agreement under this Section 9.3(b); or (c) The Company is not in material breach of any of its representations, warranties, covenants or agreements in this Agreement and Merger Sub shall have failed to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)commence the Offer within five (5) Business Days after the date of this Agreement.

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the The Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement: (i) in the event that the Company Board has made a Company Adverse Recommendation Change with respect to a Superior Company Proposal and shall have approved, and concurrently with the termination hereunder, the Company shall have entered into, a Company Acquisition Agreement providing for the implementation of such Superior Company Proposal, so long as (1) the Company has complied in all material respects with its obligations under Section 5.03(c) and (2) the Company prior to or concurrently with such termination pays to Parent the Company Termination Fee in accordance with Section 8.02(b)(ii) and the termination pursuant to this Section 7.03(a8.01(c)(i) if shall not be effective and the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or Company shall not enter into any such representation and warranty shall have become untrue after the date Company Acquisition Agreement until Parent is in receipt of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination DateFee; provided provided, however, that the Company shall not have the right to terminate this Agreement under this Section 8.01(c)(i) after the Company Shareholder Approval is obtained at the Company Shareholders Meeting; (ii) if Parent or Merger Sub breaches or fails to perform any of its covenants or agreements contained herein, or if any of the representations or warranties of Parent or Merger Sub contained herein fails to be true and correct, which breach or failure to perform (1) would give rise to the failure of a condition set forth in Section 7.02(a) or Section 7.02(b), as applicable, and (2) is not reasonably capable of being cured by Parent or Merger Sub by the End Date (as it may be extended pursuant to Section 8.01(b)(i)) or is not cured by Parent within thirty (30) days after receiving written notice from the Company of such breach or failure; provided, however, that the Company shall not have the right to terminate this Agreement under this Section 7.03 8.01(c)(ii) if the Company is then in breach of any covenant or agreement contained herein or any representation or warranty of its representations, warranties, covenants or agreements under this Agreement in a manner the Company contained herein then fails to be true and correct such that the conditions set forth in Sections 6.02(aSection 7.03(a) or 6.02(b) would Section 7.03(b), as applicable, could not then be satisfied (unless capable of being cured within 30 days).satisfied; (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to if (1) all of the conditions set forth in Section 7.01, Section 7.02 and Section 7.03 have been satisfied or concurrently waived in accordance with such termination, this Agreement as of the Company pays to Parent in immediately available funds any fees required to be paid date that the Closing should have been consummated pursuant to Section 7.05(b1.04 (except for those conditions that by their terms are to be satisfied at the Closing), (2) Parent and Merger Sub do not complete the Closing on the day that the Closing should have been consummated pursuant to Section 1.04, and (3) Parent and Merger Sub fail to consummate the Closing within five (5) Business Days following their receipt of written notice from the Company requesting such consummation; or (iv) in the event that the Parent Board or a committee thereof has made a Parent Adverse Recommendation Change; provided, however, that the Company shall not have the right to terminate this Agreement under this Section 8.01(c)(iv) after the Parent Shareholder Approval is obtained at the Parent Shareholders Meeting.

Termination by the Company. This Agreement and the employment of the Executive by the Company may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company ifin accordance with the provisions of this Section 6.1, as follows: (a) If the Board of Directors of Parent shall have made Executive has been convicted of, or pleads guilty or nolo contendere to a Parent Change in Recommendation; providedfelony, howeveror to a misdemeanor involving moral turpitude, that the Company will not have may terminate the right to terminate this Agreement pursuant to this Section 7.03(a) if Executive's employment immediately upon the Parent Requisite Vote has been obtained; oroccurrence of such conviction or plea. (b) there has been a breach If the Executive has, in the good faith determination of any representationthe Board of Directors, warranty, covenant or agreement made by Parent or (i) engaged in willful misconduct with respect to the Merger Subs in this AgreementCompany, or any such representation and warranty shall have become untrue after (ii) grossly neglected his duties to the date of this AgreementCompany, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach may terminate the Executive's employment immediately by notice, which notice shall specify in reasonable detail the alleged misconduct or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)neglect. (c) at any time prior to If the Company Requisite Vote being obtainedExecutive has, in the good faith determination of the Board of Directors, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement engaged in misconduct with respect to a Company Superior Proposal that did not result from a material breach of this Agreementthe Company, (ii) concurrently with the termination of this Agreement, neglected his duties to the Company, subject (iii) failed substantially in areas of his direct responsibility to complying with achieve satisfactory operating results over repeated quarterly periods, or (iv) failed substantially to exercise reasonably prudent skills in the terms performance of his duties hereunder, but in such cases the alleged misconduct, neglect or failure is not willful or gross, but is worse than mere mediocre or ordinary performance, the Company may terminate the Executive's employment immediately by written notice of the same to the Executive, specifying in reasonable detail the alleged misconduct, neglect or failure. (d) The Company may also terminate the Executive's employment without assignment of cause upon thirty (30) days prior written notice. In the event of termination under paragraphs (a) or (b) of this Section 5.026.1, enters into an Alternative all salary, incentive bonus compensation and other benefit obligations of the Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach under Sections 3 and 4 of this Agreement shall cease effective with termination of employment. In the event of termination under paragraph (c) of this Section 6.1, all salary, incentive bonus compensation and (iii) prior to or concurrently with such termination, other benefit obligations of the Company pays to Parent shall cease as of the last day of the month in immediately available funds any fees required to which the termination occurs, provided, however that the Executive shall be paid pursuant a severance benefit equal to one (1) months Base Salary, payable on the last day of the month in which the termination occurs. In the event of termination under paragraph (d) of this Section 7.05(b)6.1, all salary, incentive bonus compensation and other benefit obligations of the Company shall cease as of the last day of the month in which the termination occurs, provided, however that the Executive shall be paid a severance benefit equal to six (6) months Base Salary payable in six (6) equal monthly installments on the last day of the each of the six (6) months following the month in which the termination occurs.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) at any time prior to the Parent Stockholder Approval having been obtained, (i) the Parent Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not (ii) Parent shall have the right failed to terminate this Agreement pursuant to this Section 7.03(a) if include the Parent Requisite Vote has been obtained; orBoard Recommendation in the Joint Proxy Statement/Prospectus or (iii) Parent shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 5.3; (b) at any time prior to the Effective Time, whether before or after the Company Stockholder Approval referred to in Section 6.1(a) is obtained, by action of the Company Board if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in Sections 6.03(a6.3(a) or 6.03(b6.3(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following written notice to Parent from the Company of such breach or failure by the earlier of and (xii) the 30th day following such written notice and date that is three (y3) Business Days prior to the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.3(b) if the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; or (c) at any time prior to the Company Requisite Vote Stockholder Approval being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.025.2, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.025.2, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b7.5(a).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, by action of the Board of Directors of the Company (provided that such action is approved by the Special Committee) (i) in the case of subsections (a)-(d) of this Section 9.3, before or after Company Stockholder Approval and (ii) and in the case of subsection (e), at any time prior to Company Stockholder Approval, if: (a) any representations or warranties made by Parent or Merger Sub in this Agreement shall fail to be true or correct on or after the Board execution of Directors of Parent shall have made a Parent Change in Recommendation; providedthis Agreement, however, (i) such that the Company will conditions set forth in Section 8.3(a) would not have be satisfied, and (ii) such failures are not cured, or are not reasonably capable of being cured, by the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orTermination Date; (b) there has been a breach any of any representation, warranty, covenant the covenants or agreement agreements made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty Agreement shall have become untrue been breached after the date execution of this Agreement, Agreement (i) such that Sections 6.03(a) or 6.03(bthe conditions set forth in Section 8.3(b) would not be satisfied satisfied, and (ii) such breaches are not cured, or are not reasonably capable of being cured, by the date that is thirty (30) days after the earlier of (1) the date Parent becomes aware of the existence of the breach or failure to be true is not curable or, if curable, is not cured following and (2) the date Parent receives written notice to Parent from the Company of the Company’s belief that a breach has occurred, which notice explains in reasonable detail the basis for such breach belief; (c) a Parent Material Adverse Effect occurs and such Parent Material Adverse Effect is not cured, or failure by is not reasonably capable of being cured, within thirty (30) days after the earlier of (x) the 30th day following such written notice date Parent becomes aware of the existence of the Parent Material Adverse Effect and (y) the Termination Date; date Parent receives written notice from the Company of the Company’s belief that a Parent Material Adverse Effect has occurred, which notice explains in reasonable detail the basis for such belief; (d) in violation of the Bridge Facility Agreement, Bridge Finance Lender fails to fund a Loan (as defined in the Bridge Facility Agreement) required under the Bridge Facility Agreement following satisfaction of all of the conditions precedent to such Loan as provided in the Bridge Facility Agreement, provided, however, that no termination under this Section 9.3(d) shall be effective unless the Company has provided Parent and Bridge Finance Lender with written notice of such violation and such violation has not been cured by Parent or Bridge Finance Lender within thirty (30) days of Parent’s and Bridge Finance Lender’s receipt of such notice; (e) the Company, having complied in all material respects with its obligations under this Agreement, including without limitation its obligations under Section 7.2 of this Agreement, receives a Section 7.2(a)(y)(A) Acquisition Proposal, and all of the following additional conditions are satisfied: (i) the Special Committee or Company Board determines that such Section 7.2(a)(y)(A) Acquisition Proposal constitutes a Superior Proposal; (ii) the Special Committee or Company Board give Parent written notice of the existence of, the nature of, and the identity of the Person making such Section 7.2(a)(y)(A) Acquisition Proposal (including, to the knowledge of the Special Committee or Company Board, as the case may be, after reasonable inquiry of the Person who has made such Section 7.2(a)(y)(A) Acquisition Proposal, all Persons Controlling such Person) and the material terms and conditions of such Section 7.2(a)(y)(A) Acquisition Proposal, including without limitation a copy of a proposed definitive written agreement to consummate the transactions contemplated by such Section 7.2(a)(y)(A) Acquisition Proposal, executed by the Person making such Section 7.2(a)(y)(A) Acquisition Proposal (the “Specified Definitive Acquisition Agreement”), and the members of the Special Committee and its financial advisor and outside legal counsel make themselves available to Parent as promptly as practicable for the purposes of engaging in good faith negotiations regarding executing a possible amendment to this Agreement or an alternative transaction if so requested by Parent; (iii) the notice provided under Section 9.3(e)(ii) contains a written certification of the fact that the Special Committee or Company shall not have the right Board has determined such Section 7.2(a)(y)(A) Acquisition Proposal to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in be a manner such Superior Proposal and that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior Specified Definitive Acquisition Agreement has been executed and delivered to the Company Requisite Vote being obtainedby the Person making such Section 7.2(a)(y)(A) Acquisition Proposal; (iv) on the third Business Day following the delivery to Parent of the notice referred in Section 9.3(e)(ii) and the certification specified in Section 9.3(e)(iii), (iA) the Special Committee or Company Board determines that, notwithstanding delivery of any written instrument executed by Parent and Merger Sub that, if countersigned by the Board Company, would effect amendments to this Agreement, such Section 7.2(a)(y)(A) Acquisition Proposal continues to constitute a Superior Proposal and authorizes the Company’s officers and directors, on behalf of Directors of the Company authorizes the Company, to execute the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Specified Definitive Acquisition Agreement with respect and deliver it to a the Person who executed it, and (B) the Specified Definitive Acquisition Agreement is so executed by the Company Superior Proposal that did not result from a material breach of this Agreement, and becomes fully effective and binding; and (iiv) concurrently with the termination Company’s execution and delivery of this Agreementthe Specified Definitive Acquisition Agreement pursuant to in Section 9.3(e)(iv), the CompanyInitial Termination Fee is paid to Parent, subject to complying with the terms by a deposit of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)an account theretofore designated by Parent, by the Person with whom the Company has entered into the Specified Definitive Acquisition Agreement.

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned at any time prior to Company (upon the First Effective Time by action recommendation of the Board Special Committee, if then in existence) by giving written notice of Directors of the Company termination to Parent, if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that (i) the Company will not have has received a Superior Proposal, (ii) the right Company has complied with its obligations pursuant to terminate Section 6.04 in all material respects with respect to such Superior Proposal, (iii) the Company Board (or applicable committee thereof) concurrently approves, and the Company substantially concurrently with the termination of this Agreement enters into, a definitive agreement with respect to such Superior Proposal and (iv) the Company, prior to, or substantially concurrently with, such termination pays to Parent any fees required to be paid pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or8.06(a); (b) there has been a breach or failure in any material respect of any representation, warranty, covenant or agreement made by of Parent or the Merger Subs Sub set forth in this Agreement, or any such representation and warranty Agreement shall have become untrue after the date of this Agreementoccurred, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such which breach or failure would give rise to be true is not curable or, if curable, is not cured following written notice to Parent from the Company failure of a condition set forth in Section 7.01 or Section 7.03 and as a result of such breach or failure by the earlier failure, such condition would not be capable of (x) the 30th day following such written notice and (y) being satisfied prior to the Termination Date; provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i8.03(b) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement by the Company has been the primary cause of, primarily resulted in or materially contributed to the failure of any such condition’s capability to be satisfied; or (c) the Merger shall not have been consummated within five (5) Business Days of the satisfaction or waiver of all the conditions set forth in Section 7.01 and Section 7.02 (iiiother than those conditions that by their nature are to be satisfied by actions taken at the Closing); provided that the Company has delivered to Parent an irrevocable commitment in writing that it is ready, willing and able to consummate the Closing during such period at least two (2) Business Days prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company by action of the Company Board at any time prior to the First Effective Time by action of the Board of Directors of the Company ifTime: (a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, in full compliance with the terms of Directors of Parent shall have made a Parent this Agreement, including Section 5.04 [No Solicitation or Change in Recommendation] hereof, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, however, that the Company will not shall have the right to terminate this Agreement paid any amounts due pursuant to this Section 7.03(a7.06(b) if [Fees Following Termination] hereof in accordance with the Parent Requisite Vote has been obtainedterms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such Acquisition Agreement; or (b) if, prior to the receipt of the Requisite Parent Vote, (i) a Parent Adverse Recommendation Change shall have occurred or (ii) Parent shall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 5.04 [No Solicitation or Change in Recommendation]; or (c) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of Parent or the Merger Subs Sub set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Mergers set forth in Section 6.03(a) [Representations and Warranties] or Section 6.03(b) [Performance of Covenants], as applicable, would not be satisfied and and, in either such case, such breach is incapable of being cured or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of the Outside Date or the date that is thirty (x30) the 30th day days following such written notice and (y) the Termination Dateof such breach; provided provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.04(c) if the Company is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days)been cured. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. (a) This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Company Board of Directors of the Company if: if (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (bi) there has been is a breach by Parent of any representation, warranty, covenant or agreement made contained in this Agreement that would give rise to a failure of a condition set forth in Section 7.3(a) or 7.3(b), which has not been cured (or is not capable of being cured) within 10 business days following receipt by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure (ii) pursuant to Section 2.1(c) if, under the circumstances set forth in such Section, the Company has delivered a timely Termination Notice, provided that termination in accordance with this clause (ii) shall not be effective unless and until Parent has failed to deliver a timely Top-Up Intent Notice in accordance with Section 2.1(c). (b) This Agreement may be terminated and the Merger may be abandoned by the earlier of (x) Company at any time before the 30th day following such written notice and (y) the Termination Date; provided that Required Company Vote has been obtained if the Company Board shall not have the right elect to terminate this Agreement pursuant in order to this Section 7.03 if recommend or approve a Superior Proposal; provided that (i) the Company is then has complied with all the terms of Section 6.5(b) and notified Parent in breach of any of its representations, warranties, covenants or agreements under writing that it intends to terminate this Agreement in order to recommend or approve a manner Superior Proposal, attaching the most current version of such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied proposal to such notice, (unless capable of being cured within 30 days). (cii) at any time prior to after the third business day following written notification by the Company Requisite Vote being obtained, (i) if the Board of Directors to Parent of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, 's intention to enter into an Alternative Company Acquisition Agreement a binding agreement with respect to such proposal, after taking into account any modifications to the transactions contemplated by the Agreement that Parent has then proposed in writing and not withdrawn, the Company Board has determined that such proposal is and continues to be a Company Superior Proposal that did not result from a material breach of this Agreement, and (iiiii) concurrently with the termination effectiveness of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required the termination fee due under Section 8.5(b) (unless Parent has previously notified the Company of its election to be paid defer such payment pursuant to Section 7.05(b8.5(b)), it being understood that on the date of the effectiveness of such termination, whether or not prior to such effectiveness, the Company may enter into an agreement with respect to such Superior Proposal which agreement, if entered into prior to such effectiveness, must be conditioned upon the payment of the termination fee on the same date as provided herein. The termination under this Section 8.3(b) shall not be effective unless and until the termination fee has been paid in accordance with Section 8.5(b).

Termination by the Company. This Agreement may be terminated by the Company and the Mergers Merger may be abandoned by the Company: (a) at any time prior to the First Effective Time by action of time the Board of Directors of Requisite Company Vote is obtained, if (i) the Company if: Board authorizes the Company, subject to material compliance with the terms of this Agreement, including Section 6.2, to enter into a Company Acquisition Agreement in respect of a Superior Proposal, and (aii) the Board of Directors of Company immediately prior to or concurrently with such termination pays as directed by Parent shall have made a Parent Change the Termination Fee in Recommendation; provided, however, that the Company will not have the right immediately available funds pursuant to terminate this Agreement Section 8.6 (any purported termination pursuant to this Section 7.03(a8.3(a) shall be void and of no force or effect if Parent has provided the Parent Requisite Vote has been obtainedCompany with wire transfer instructions promptly following the receipt of any notice under Section 6.2, unless and until the Company shall have made such payment), and (iii) substantially concurrently with such termination, the Company enters into such Company Acquisition Agreement; or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of Parent or the Merger Subs Sub contained in this Agreement, Agreement or any such representation and or warranty of Parent or Merger Sub shall have become untrue after the date of this Agreementinaccurate, in each case, such that Sections 6.03(athe conditions set forth in Section 7.3(a) or 6.03(b7.3(b) would not be satisfied and satisfied, provided, that, in the event that such breach by Parent or failure Merger Sub or such inaccuracies in the representations and warranties of Parent or Merger Sub are curable by Parent and Merger Sub prior to be true is not curable orthe End Date, if curable, is not cured following written notice to Parent from then the Company of such breach or failure by shall not be permitted to terminate this Agreement pursuant to this Section 8.3(b) until the earlier to occur of (x) the 30th expiration of a thirty (30) day following such period after delivery of written notice and from the Company to Parent informing Parent of such breach or inaccuracy, as applicable or (y) the Termination Dateceasing by Parent or Merger Sub to attempt to cure such breach or inaccuracy; and, provided further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 8.3(b) if (i) such breach or inaccuracy is cured within such thirty (30) day period, or (ii) the Company is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach provision of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned by the Company Board (upon the recommendation of the Company Special Committee) if: (a) at any time prior to the First Duke Effective Time Time, there has been a breach by action Parent, Holdco or the Merger Subs of any covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, Holdco or the Board Merger Subs shall have become untrue, in either case, such that the conditions in Section 7.3(a) or Section 7.3(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 Directors (i) 30 days after the giving of notice thereof by the Company if: to Parent or (aii) three Business Days prior to the Board of Directors of Parent shall have made a Parent Change in Recommendation; Outside Date); provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) 8.4 shall not be available to the Company if the Parent Requisite Vote it has been obtained; or (b) there has been a breach of breached in any material respect any representation, warranty, covenant or agreement made by Parent or the Merger Subs set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a manner such that condition to the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable consummation of being cured within 30 days).the Merger; (cb) at any time prior to the Company Requisite Vote being obtained, later of (i) if the Board of Directors of time the Company authorizes Stockholder Approval is obtained and (ii) one day after the Companylast date on which Parent could have exercised, and did not exercise, its “matching” rights pursuant to Section 6.2(d)(ii) in relation to an Acquisition Proposal that was provided prior to the extent permitted by and subject Company Written Consent Delivery Date, in order to complying with the terms of Section 5.02, to concurrently enter into an Alternative Company Acquisition Agreement with respect to a Company Superior an Acquisition Proposal that did not result from constitutes a material breach of this AgreementSuperior Proposal, if (iiA) concurrently the Company and its Representatives have complied with the termination of this Agreement, the Company, subject to complying with the terms requirements of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement 6.2(d)(ii) and (iiiB) prior to or concurrently with such termination, the Company immediately prior to, or concurrent with, such termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b8.5 so long as Parent has provided the Company with wire instructions for such payment; or (c) Parent shall not have delivered to the Company the Parent Written Consent by the time specified in Section 6.5(b).

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of the Company ifCompany: (a) if (i) the Company is not in material breach of any of the terms of this Agreement, (ii) the Board of Directors of the Company authorizes the Company, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent shall have made in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iii) Parent does not make, within five business days of receipt of the Company's written notification of its intention to enter into a Parent Change in Recommendation; providedbinding agreement for a Superior Proposal, however, an offer that the Board of Directors of the Company determines, in good faith, is at least as favorable, taking into account, among other things, the long-term prospects and interests of the Company and its stockholders, as the Superior Proposal and (iv) the Company prior to such termination pays to Parent in immediately available funds the fees required to be paid pursuant to Section 8.5. The Company agrees (x) that it will not have enter into a binding agreement referred to in clause (ii) above until at least the right sixth business day after it has provided the notice to terminate this Agreement pursuant Parent required thereby and (y) to this Section 7.03(a) notify Parent promptly if the Parent Requisite Vote has been obtained; orits intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification. (b) if there has been a material breach by Parent or Merger Subsidiary of any representation, warranty, covenant or agreement made by Parent or the Merger Subs contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such Agreement that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to Parent from the Company of such breach or failure is given by the earlier of (x) Company to the 30th day following party committing such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)breach. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to there has occurred a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)Material Adverse Effect.

Termination by the Company. This Agreement may be terminated and the Mergers Merger and other transactions contemplated hereby may be abandoned at any time prior to the First Effective Time Time, before or after the approval of this Agreement by the stockholders of the Company, by the Company by action of the its Board of Directors of the Company Directors, if: (a) the Board of Directors of Parent Merger Sub or Acquirer shall have made breached in any material respect any of their respective representations, warranties, covenants or other agreements set forth in this Agreement (a Parent Change “Terminating Acquirer Breach”) and such Terminating Acquirer Breach (A) would give rise to the failure of a condition set forth in RecommendationSection 7.03(a) above and (B) if curable, has not been cured prior to the earlier of (i) the Business Day prior to the Termination Date or (ii) within thirty days after written notice thereof is received by Merger Sub and Acquirer; provided, however, provided that the Company will not shall have the no right to terminate this Agreement pursuant to this Section 7.03(a8.04(a) if there is an uncured Terminating Company Breach at the Parent Requisite Vote has been obtainedtime of the Terminating Acquirer Breach; or (b) there each of the following have occurred: (A) the Company has been complied in all material respects with its covenants under this Agreement, including its covenants under Section 6.07 above, (B) an Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Directors of the Company determines in good faith (after consultation with its outside legal and financial advisors) that the failure to take such action would be reasonably expected to result in a breach of any representationits fiduciary duties to the Company’s stockholders under applicable Law, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a(D) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company concurrently enters into a binding written agreement with respect to a Superior Proposal; provided, however, that the Board of such breach or failure by the earlier Directors of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right only be permitted to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days8.04(b). (c) at any time prior to the Company Requisite Vote being obtained, (i) if after at least five Business Days following Acquirer’s receipt of written notice advising Acquirer that the Board of Directors of the Company authorizes is prepared to do so, and only if, during such period, the Company, Company and its Representatives will have negotiated in good faith with Acquirer to make such adjustments to the extent permitted by terms and subject conditions of this Agreement as would enable the parties hereto to complying proceed with the transactions contemplated herein on such adjusted terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, and (ii) concurrently with the termination of this Agreementif, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently concurrent with such termination, the Company pays to Parent in immediately available funds any fees required to be paid Acquirer the Company Break Up Fee pursuant to Section 7.05(b)9.01(b) of this Agreement.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the shareholder approval referred to in Section 7.01(a), by action of the Company Board of Directors of the Company if: (a) (i) The Company is not in material breach of any of the terms of this Agreement, (ii) the Company Board authorizes the Company, subject to complying with the terms of Directors this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and the Company notifies Parent in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (iii) Parent shall have made a Parent Change in Recommendation; provideddoes not make, howeverwithin five (5) Business Days of receipt of the Company’s written notification of its intention to enter into an Alternative Acquisition Agreement, an offer that the Company Board determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the shareholders of the Company as the Superior Proposal and (iv) the Company prior to such termination pays to Parent in immediately available funds any fees required to be paid pursuant to Section 8.05(b). The Company agrees (x) that it will not have enter into the right binding agreement referred to terminate in clause (ii) above until at least the sixth Business Day after it has provided the notice to Parent required thereby, (y) to notify Parent promptly if its intention to enter into the written agreement referred to in its notification shall change at any time after giving such notification and (z) during such five (5) Business Day period, to negotiate in good faith with Parent with respect to any revisions to the terms of the transaction contemplated by this Agreement pursuant proposed by Parent in response to this Section 7.03(a) a Superior Proposal, if the Parent Requisite Vote has been obtained; orany. (b) there There has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a7.02(a) or 6.03(b7.02(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within 30 days after written notice to Parent from thereof is given by the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days)Parent. (c) at any time [intentionally omitted] (d) If (1) the Parent Average Price is less than $33.16, (2) such decline is not proportionate relative to the KBW Regional Bank Index (the “Index”), (3) the Company delivers written notice to Parent of its intention to terminate this Agreement within forty-eight (48) hours following the date of such notice and (4) Parent does not elect to pursue a Decline Adjustment as -63- set forth below; provided, however, that, if Parent effects a stock dividend, reclassification, recapitalization, stock split, combination, exchange of shares or similar transaction after the date hereof and prior to the Company Requisite Vote being obtaineddate on which the Parent Average Price is determined, (ithe provisions of this Section 8.03(d) if the Board shall be appropriately adjusted so that such event does not in and of Directors itself trigger a termination right on behalf of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement. For purposes hereof, the Company, subject to complying with following terms have the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).following meanings:

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by the Company by notice to Parent at any time prior to the First Effective Time by action of the Board of Directors of the Company ifPurchase Time: (a) if (i) the Board close of Directors business on September 30, 2008 (which date and time (A) shall be extended to the close of business on October 31, 2008, if the Purchase Time shall not have occurred as a result of a failure of the Table of Contents Offer Condition set forth in Paragraph 1(b) of Exhibit B to be satisfied or (B) may be extended by mutual written agreement of Parent and the Company (such date and time, the “Outside Date”)) shall have made a Parent Change occurred and Purchaser shall not have accepted for payment and paid for Shares pursuant to the Offer in Recommendationaccordance with the terms thereof on or before the Outside Date, (ii) the Offer shall have expired or been terminated and Purchaser shall not have accepted for payment and paid for Shares pursuant to the Offer in accordance with the terms thereof or (iii) Purchaser fails to purchase validly tendered Shares if required to do so pursuant to and in accordance with the terms of the Offer, in violation of the terms of this Agreement; provided, however, that the Company will shall not have the right to terminate this Agreement pursuant to clauses (ii) or (iii) of this Section 7.03(a9.3(a) if any of the events or circumstances referred to in such clauses (ii) or (iii) of this Section 9.3(a) directly or indirectly resulted from or was caused by the Company’s failure to comply in any material respect with any of its obligations, covenants, or agreements under this Agreement or by the failure of any representation or warranty of the Company contained in this Agreement to be true and correct; (b) if the Company shall have entered into a definitive binding agreement with respect to a Superior Offer pursuant to and in compliance with Section 7.3 and the Company shall have paid Parent Requisite Vote has been obtainedthe Company Termination Fee described in Section 9.5(a); or (bc) there has been a breach of any representation, warranty, covenant or agreement made by if Parent or Purchaser shall have breached in any material respect any of the Merger Subs representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied Agreement and such breach cannot be or failure to be true is has not curable or, if curable, is not been cured following within ten days after the giving of written notice to Parent from the Company of Parent, except for any such breach which would not reasonably be expected to have a material adverse effect on Parent’s or failure by Purchaser’s ability to consummate the earlier of (x) Offer or the 30th day following such written notice and (y) the Termination DateMerger; provided provided, however that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i9.3(c) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of it shall have materially breached this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and the Mergers Offer and the Merger may be abandoned at any time prior to the First Effective Time Acceptance Date, by action of the Board of Directors of the Company if: Company, if (a) the Board of Directors of Parent Buyer or Merger Sub shall have made a Parent Change breached or failed to perform in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of material respect any of its representations, warranties, covenants or agreements under contained in this Agreement in a manner such that the conditions set forth in Sections 6.02(a) Agreement, which breach or 6.02(b) would failure to perform is not be satisfied (unless capable of being cured within 30 days). on or before the Outside Date; or (cb) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes has provided written notice to Buyer that the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, Company intends to enter into an Alternative Company Acquisition Agreement with respect to a Company binding written agreement for a Superior Proposal (with such termination becoming effective upon the Company entering into such binding written agreement); provided, however, that did not result from a (i) the Company shall have complied with Section 6.1 in all material breach of this Agreementrespects, (ii) concurrently the Company shall have attached the most current written version of such Superior Proposal (or a summary containing all the material terms and conditions of such Superior Proposal) to such notice, (iii) the Board of Directors of the Company determines in good faith (after consultation with its outside legal and financial advisors) that such action is consistent with the termination fiduciary duties of this Agreement, the Board of Directors of the Company, subject (iv) Buyer does not make, within eight (8) days after receipt of the Company’s written notice, an offer that the Board of Directors of the Company shall have determined in good faith (after consultation with its outside legal and financial advisors) is as favorable to complying the stockholders of the Company as such Superior Proposal; provided, that a separate five (5) day period shall be applicable with the terms respect to each subsequent notice of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement delivered to Buyer and (iiiiv) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to the termination fee contemplated by Section 7.05(b)8.5(a) concurrently with entering into such binding written agreement.

Termination by the Company. This The Company shall have the right to terminate this Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (ai) (1) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal under Section 5.4(e), (2) Parent is not then entitled to terminate this Agreement under Section 7.1(c)(ii) and (3) concurrently with such termination, a written definitive agreement providing for the consummation of Directors of Parent shall have made a Parent Change in Recommendationthe transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company, the Person making such Superior Acquisition Proposal and all other parties thereto; provided, however, that the Company will shall not have the right be entitled to terminate this Agreement pursuant to under this Section 7.03(a) if 7.1(d)(i), and no such purported termination shall have any effect, unless, prior to or concurrently with such termination, the Company pays Parent Requisite Vote has been obtainedthe Termination Fee under Section 7.3(a); or (bii) there has been any of Parent or Merger Sub breach, or fail to perform or comply with, any of their respective covenants or agreements hereunder, or any of Parent’s or Merger Sub’s respective representations or warranties hereunder fails to be accurate, which failure (1) would give rise to the failure of a breach condition in Section 6.3(a) or Section 6.3(b), as applicable, to be satisfied and (2) is not reasonably capable of any representation, warranty, covenant or agreement made being cured by Parent or the Merger Subs in this AgreementSub, or any such representation and warranty shall have become untrue after the date of this Agreementas applicable, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curablereasonably capable of being cured by Parent or Merger Sub, as applicable, is not cured following written notice by Parent or Merger Sub, as applicable, prior to Parent from the Company of such breach or failure by the earlier of (xa) thirty (30) days after the Company delivers written notice of such failure to Parent and (b) the 30th day following such written notice and Outside Date (y) the Termination Dateas it may be extended under Section 7.1(b)(i)); provided provided, however, that the Company shall not have the right to terminate this Agreement pursuant to under this Section 7.03 7.1(d)(ii) if the Company is then breaches, or fails to perform or comply with, in breach of any material respect, any of its representations, warranties, covenants or agreements under this Agreement hereunder, or any of the Company’s representations or warranties hereunder fails to be accurate in any material respect, which failure would proximately give rise to the failure of a manner such that the conditions set forth condition in Sections 6.02(aSection 6.2(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysSection 6.2(b), as applicable. (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

Termination by the Company. This Agreement may be terminated and by the Mergers may be abandoned Company at any time prior to before the First Effective Time by action of the Board of Directors of the Company ifTime: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; orBoard effects a Parent Adverse Recommendation Change; (b) if (i) the Parent Board approves, endorses or recommends to shareholders a Superior Proposal or (ii) a tender offer or exchange offer for any outstanding shares of capital stock of Parent is commenced before obtaining the Requisite Parent Vote and the Parent Board fails to recommend against acceptance of such tender offer or exchange offer by its shareholders within ten (10) Business Days after commencement; (c) if there has shall have been a material breach of Section 5.4; (d) if any representationParent Entity breaches any of its representations, warrantywarranties, covenant covenants or agreement made by Parent or the Merger Subs agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.1 or any such representation Section 6.3 and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would cannot be satisfied and such breach or failure to be true is not curable cured by the Termination Date, or, if curable, is has not been cured following written notice to by the Parent from the Company of such breach or failure by Entities within the earlier of (xi) the 30th day following such 30 days after Parent’s receipt of written notice of such breach from the Company and (yii) three (3) Business Days prior to the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 7.3(d) if the Company is then in breach of any of its their representations, warranties, covenants or agreements under contained in this Agreement that would result in a manner such that the conditions to Closing set forth in Section 6.1 or Section 6.2 not being satisfied; (e) if all of the conditions set forth in Sections 6.02(a) or 6.02(b) would not Section 6.1 and Section 6.2 have been satisfied (other than any condition the failure of which to be satisfied (unless capable of being cured within 30 days). (c) at any time prior to has been principally caused by the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement by Parent or any of its Affiliates and (iii) prior conditions that, by their nature, are to or concurrently with such be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Parent has failed to fulfill its obligation and agreement herein to consummate the Closing within three (3) Business Days following written notice of such satisfaction from the Company pays and that the Company is ready, willing and able to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b)consummate the Transactions.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by the Company: (a) at any time prior to the First Effective Time by action of time the Company Requisite Vote is obtained, if (i) the Board of Directors of the Company if: authorizes the Company, subject to complying with the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; (aii) immediately prior to or substantially concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (iii) the Board of Directors of Company immediately prior to or substantially concurrently with such termination pays to Parent shall have made a Parent Change or its designee in Recommendationimmediately available funds any fees required to be paid pursuant to Section 8.5; provided, however, that the Company will shall not have the right be entitled to terminate this Agreement pursuant to this Section 7.03(a8.3(a) if unless the Parent Requisite Vote Company has been obtained; orcomplied with the requirements of Section 6.2(c) (No Change of Recommendation or Alternative Acquisition Agreement); (b) at any time prior to the Effective Time, if there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs Sub in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions set forth in Sections 6.03(a7.3(a) or 6.03(b7.3(b) would not be satisfied satisfied, and such breach or failure to be true condition is not curable or, if curable, is not cured following written notice prior to Parent from the Company of such breach or failure by the earlier of (xi) the 30th day following such after written notice thereof is given by the Company to Parent and (yii) the date that is three Business Days prior to the Termination Date (the earlier of (i) and (ii), the “Breach End Date”); provided provided, however, that the Company shall is not have the right to terminate then in material breach of this Agreement pursuant so as to this Section 7.03 if the Company is then in breach of cause any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a7.2(a) or 6.02(b7.2(b) would not to be satisfied (unless capable of being cured within 30 days).satisfied; or (c) at any time prior to the Company Requisite Vote being obtainedEffective Time, (i) if the Board of Directors all of the conditions set forth in Sections 7.1 and 7.2 have been satisfied and continue to be satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing) and the Company authorizes has indicated in writing that the CompanyCompany is ready, willing and able to consummate the extent permitted transactions contemplated by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with and Parent and Merger Sub fail to consummate the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of transactions contemplated by this Agreement and (iii) prior to or concurrently with such termination, within two Business Days after the Company pays to Parent in immediately available funds any fees required to be paid date the Closing should have occurred pursuant to Section 7.05(b)1.2 and the Company stood ready, willing and able to consummate the transactions contemplated by this Agreement during such two Business Day period.

Termination by the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of the Company ifCompany: (a) If there has been a material breach by Parent or Merger Sub of any representation, warranty or covenant of Parent or Merger Sub set forth in this Agreement or if any representation or warranty of Parent or Merger Sub shall have become untrue, in either case such that the conditions set forth in Section 7.3(a) or Section 7.3(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 Parent or Merger Sub or inaccuracy in its respective representation or warranty is curable through the exercise of reasonable efforts, then the Company may not terminate this Agreement under this Section 8.3(a) prior to the date which is 30 calendar days after written notice of such breach or inaccuracy is given by the Company to Parent. (b) Prior to the Parent's Stockholder Meeting, if (i) the Board of Directors of Parent shall have made withdrawn or shall have amended or modified in a manner adverse to the Company its approval or recommendation of the Parent Change Stock Issuance; (ii) Parent shall have failed to include in Recommendationthe Prospectus/Proxy Statement the recommendation of Parent's Board of Directors in favor of the Parent Stock Issuance; providedor (iii) Parent's Board of Directors fails to reaffirm (publicly, however, if so requested) its recommendation in favor of the Parent Stock Issuance within ten (10) calendar days after the Company requests in writing that such recommendation be reaffirmed (provided that the Company will not have the right to terminate this Agreement pursuant to this condition set forth in Section 7.03(a7.2(g) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after is satisfied on the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 daysrequest). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).