Common use of Method of Termination Clause in Contracts

Method of Termination. This Agreement may be terminated or abandoned only as follows: (a) By the mutual consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or abandoned only as follows: (a) By the mutual consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article ARTICLE VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions set forth in Article ARTICLE VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section SECTION 8.1.(f) if the Company is in breach of Section SECTION 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section SECTION 8.1.(g) if Parent is in breach of Section SECTION 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section SECTION 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or and the Transactions may be abandoned only as follows:follows (or as provided in Section 7.2): (a) By the mutual written consent of Company Sellers’ Representative and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsBuyer; (b) By Company Sellers or Parent Buyer if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement or the Escrow Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary)termination, which failure to comply has not been cured within thirty fifteen (3015) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company Sellers or Parent Buyer if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty fifteen (3015) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company Sellers after January December 31, 19992002, if any of the conditions set forth in Article VII VI hereof, to which the Company's Sellers’ obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the CompanySellers; (e) By Parent Buyer after January December 31, 19992002, if any of the conditions set forth in Article VII VI hereof, to which the Parent and the Merger Subsidiary Buyer’s obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary;Buyer; or (f) By Parent Sellers or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent Buyer if a court or governmental entity Governmental Entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this AgreementTransactions, provided that the order Order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties to consummate the transactions contemplated hereby, subject to and in accordance with the terms hereof, the consideration for which is (i) the covenants, representations and warranties set forth in this Agreement and (ii) expenditures and obligations incurred and to be incurred by each of the parties hereto, in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows: (a) 10.1.1. By the mutual consent of Company the Purchaser and Parent, notwithstanding prior approval by the stockholders of any Shareholder. 10.1.2. By the Purchaser or all of such corporations; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior Shareholder pursuant to the date terms of such termination (in Section 6.6. 10.1.3. By the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company Purchaser after January October 31, 19991998, if any of the conditions set forth in Article VII hereof, Section 8.1 to which the Company's obligations of the Purchaser are subject, have not been fulfilled in all material respects or waivedwaived in writing, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January Purchaser; provided, however, that, if at October 31, 19991998, the CON Approval is still pending or has not become final, the Purchaser shall have no right to terminate this Agreement under this Section 10.1.3 until the CON Approval, or the denial of such approval, has been received and become final. 10.1.4. By the Shareholder after October 31, 1998, if any of the conditions set forth in Article VII hereofSection 8.2, to which the Parent and obligations of the Merger Subsidiary Seller are subject, have not been fulfilled in all material respects or waivedwaived in writing, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent any of the Seller or the Merger Subsidiary; (f) By Parent or Shareholder; provided, however, that, if at October 31, 1998, the Company if holders of Shares constituting Purchaser has used and is using its best efforts to obtain the Company Requisite Vote do not approve CON Approval, to complete all submissions required with respect to the Merger at CON Approval and to cause it to become final, then the Stockholders Meeting, (provided that the Company may not Shareholder shall have no right to terminate this Agreement under this Section 8.1.(f) if 10.1.4, so long as the Company is in breach of Section 6.6.); (g) By Parent Purchaser continues to use its best efforts as aforesaid, until 5 business days after the CON Approval, or the Company if holders denial of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6such Approval, becomes final.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or abandoned only as followsprior to the Closing Date, by any of the following methods: (a) By the by mutual written consent of Company GLDG and Parentall of the COMBO Shareholders, notwithstanding prior approval authorized by the stockholders Boards of any or all Directors of such corporationseach of GLDG and COMBO; (b) By Company by written notice from (i) GLDG to all of the COMBO Shareholders, or Parent (ii) all of the COMBO Shareholders to GLDG, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the other party Closing shall not have failed occurred on, or prior to, the Closing Date as a result of any action taken, or failure to comply act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in any material respect connection with any aspect of its covenants or agreements contained in this Agreement required to the transactions contemplated hereby, then the Closing Date shall automatically be complied with prior extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of such termination (this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the case failure of Parent, including any failure the Closing to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by occur on or before such party of written notice from the non-breaching party of such failure to complydate; (c) By Company or Parent by GLDG if there has been (i) is a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Company's obligations are subject, have not been fulfilled “4” of this Agreement or waived, unless such fulfillment has been frustrated or made impossible by any act COMBO Shareholder in Article “6” of this Agreement or failure any covenant or agreement to act of the Company; (e) By Parent after January 31, 1999, if be complied with or performed by COMBO or any of the conditions COMBO Shareholders pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article VII hereof“7” of this Agreement, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (fand such condition is not waived in writing by GLDG) By Parent on or prior to the Closing Date, or the Company if holders occurrence of Shares constituting any event which results in the Company Requisite Vote do not approve failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Merger at the Stockholders MeetingClosing Date; provided however, (provided that the Company that, GLDG may not terminate this Agreement under prior to the Closing Date if COMBO or any of the COMBO Shareholders, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Section 8.1.(fAgreement; or (d) by the mutual written consent of all of the COMBO Shareholders if the Company there is in a material breach of Section 6.6.); (g) By Parent any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by GLDG, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the Company if holders failure of shares a condition set forth in Paragraph “A” of Parent Common Stock constituting Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by COMBO) on or prior to the Parent Requisite Vote do not approve Closing Date, or the issuance occurrence of shares any event which results in the failure of Parent Common Stock at a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Parent stockholders meeting called for that purpose (Closing Date; provided that Parent however, that, the COMBO Shareholders may not terminate this Agreement under this Section 8.1.(g) by mutual written consent prior to the Closing Date if Parent is in breach GLDG has not had an adequate opportunity to cure such failure pursuant to Article “17” of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement and the transactions contemplated by it may be terminated or abandoned only as followsat any time prior to the Closing: (a) By the mutual consent of Company Seller and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsPurchaser; (b) By the Company or Parent after January 8, 1996 if the other party shall transactions contemplated hereby have failed not been closed or if any of the conditions to comply the Company's obligations set forth in Section 3.3 have not been satisfied or waived by the Company, unless the failure to close such transactions is due to any failure by the Company to perform in any material respect with any of its covenants or agreements contained in this Agreement herein required to be complied with performed by it on or prior to the date Closing Date, or a material breach any of such termination (in the case of ParentCompany's representations, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to complywarranties or covenants contained herein; (c) By Company Purchaser after January 31, 1996, if the transactions contemplated hereby have not been closed or Parent if there has any of the conditions to Purchaser's obligations set forth in Section 3.1 have not been (i) a breach satisfied or waived by Purchaser, unless the other party (failure to close such transactions is due to any failure by Purchaser to perform in the case of Parent, including any material breach respect its agreements contained herein required to be performed by Merger Subsidiary) it on or any representation prior to the Closing Date, or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) any of any representation Purchaser's representations, warranties or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breachcovenants contained herein; (d) By the Company or Purchaser at any time after January 31February 15, 19991996, if the Closing shall not have occurred for any of the conditions set forth in Article VII hereofreason on or prior to February 15, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company1996; (e) By Parent after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent either Purchaser or the Company if holders there shall be any order, writ, injunction or decree of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a any court or governmental entity of competent jurisdiction institutes an Order prohibiting or regulatory agency binding on Purchaser or the consummation of Company, which prohibits or restrains Purchaser and/or the Company from consummating the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of Purchaser and the Company shall have withdrawn used their reasonable best efforts to have any such order, writ, injunction or modified in decree lifted and the same shall not have been lifted within 30 days after entry, by any manner adverse to Parent its approval such court or recommendation of the Merger governmental or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Mergerregulatory agency.

Method of Termination. This Agreement constitutes the binding and irrevocable agreement of the parties to consummate the transactions contemplated hereby, the consideration for which is (a) the covenants set forth in Article II hereof, and (b) expenditures and obligations incurred and to be incurred by Atlantic and by the Acquired Companies in respect of this Agreement, and this Agreement may be terminated or abandoned only as follows: (a) 12.1.1 By the mutual consent of the Boards of Directors of each Acquired Company and ParentAtlantic, notwithstanding prior approval by the stockholders Shareholders of any or all of such corporations; (b) 12.1.2 By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (Acquired Companies after June 30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Company's their obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company;any of them; or (e) 12.1.3 By Parent Atlantic after January 31June 30, 1999, if any of the conditions set forth in Article VII VI hereof, to which the Parent and the Merger Subsidiary are obligations of Atlantic is subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary;Atlantic. (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) 12.1.4 By the Company or Parent Acquired Companies, if a court or governmental entity of competent jurisdiction institutes they shall have received an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided Acquisition Proposal and shall have advised Atlantic in writing that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides Acquired Companies, after consultation with and based upon the written advice of independent legal counsel, determined in good faith that failure to accept such termination is required; (j) By Parent if Acquisition Proposal would result in a breach by the Board Boards of Directors of the Company Acquired Companies of fiduciary duties under applicable law; provided, however, that this Agreement shall not be terminated pursuant to this Section 12.1.4 unless simultaneously with the termination the Acquired Companies shall have withdrawn or modified in any manner adverse made the payment to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse Atlantic required to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.be paid pursuant to Section 12.3

Method of Termination. This Agreement may be terminated or abandoned only as follows: (a) By by the mutual consent written agreement of Company Acquiror and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsCompany; (b) By Company by Acquiror, at any time, provided that Acquiror is not then in default or Parent if the other party shall have failed to comply breach in any material respect with of its representations, warranties, covenants or agreements contained in this Agreement, if the Company breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement required and such breach or failure to be complied with prior perform (i) would give rise to the date failure of a condition set forth in Section 8.1(a), Section 8.1(b), Section 8.1(f), Section 8.1(l), Section 8.1(m) or Section 8.1(o) if such termination (in the case of Parent, including any breach or failure to comply by Merger Subsidiary)perform had occurred at the time scheduled for Closing, which failure and (ii) if such breach relates to comply a representation or warranty of the Company, such breach has not been cured within by thirty (30) business days following the Company’s 54 WA 4941984.13 WCSR 32390522v12 receipt by such party of written notice from thereof (such 30-day period, the non-breaching party of such failure to comply“Company’s Cure Period”) or waived by Acquiror; (c) By Company by the Company, at any time, provided that it is not then in default or Parent breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement, if there has been Acquiror or Merger Sub breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 8.2(a), Section 8.2(b), or Section 8.2(e) if such breach by or failure to perform had occurred at the other party time scheduled for Closing, and (in the case of Parent, including any material ii) if such breach by Merger Subsidiary) or any relates to a representation or warranty that is not qualified by materiality which has the effect of making Acquiror or Merger Sub, such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been substantially cured within by thirty (30) business days following such party’s receipt by the breaching party from the non-breaching party of written notice of thereof (such 30-day period, “Acquiror’s Cure Period”) or waived by the breachCompany; (d) By by Acquiror after four (4) months from the date of this Agreement, plus the unexpired portion of the Company’s Cure Period plus one day if any of the conditions set forth in Section 8.1 hereof to which the obligations of Acquiror or Merger Sub are subject have not been fulfilled or waived, and provided that the failure to fulfill such condition is not a result of a breach of warranty or representation or nonfulfillment of any covenant or agreement by Acquiror or Merger Sub contained in this Agreement; or (e) by the Company after January 31, 1999four (4) months from the date of this agreement plus the unexpired portion of Acquiror’s Cure Period plus one day, if any of the conditions set forth in Article VII hereof, Section 8.2 hereof to which the Company's obligations of the Company are subject, subject have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may failure to fulfill such condition is not terminate this Agreement under this Section 8.1.(f) if a result of a breach of warranty or representation or nonfulfillment of any covenant or agreement by the Company is contained in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or abandoned only as followsprior to the Closing Date, by any of the following methods: (a) By the by mutual written consent of the Company and Parentall of the Novopelle Members, notwithstanding prior approval authorized by the stockholders Boards of any or all Directors of such corporationseach of the Company and Novopelle; (b) By by written notice from (i) the Company to all of the Novopelle Members, or Parent (ii) all of the Novopelle Members to the Company, if within ten (10) business days after receipt of such written notice that the Closing Date has passed, that the Closing has not occurred; provided, however, that if the other party Closing shall not have failed occurred on, or prior to, the Closing Date as a result of any action taken, or failure to comply act, by any governmental or regulatory authority including, but not limited to, the withholding of, or a delay in, any approval in any material respect connection with any aspect of its covenants or agreements contained in this Agreement required to the transactions contemplated hereby, then the Closing Date shall automatically be complied with prior extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the parties to complete the procedures required to consummate the transactions contemplated hereby; provided, further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of such termination (this Article “15” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the case failure of Parent, including any failure the Closing to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by occur on or before such party of written notice from the non-breaching party of such failure to complydate; (c) By by the Company or Parent if there has been (i) is a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof, to which the Company's obligations are subject, have not been fulfilled “4” of this Agreement or waived, unless such fulfillment has been frustrated or made impossible by any act Novopelle Member in Article “6” of this Agreement or failure any covenant or agreement to act of the Company; (e) By Parent after January 31, 1999, if be complied with or performed by Novopelle or any of the conditions Novopelle Members pursuant to the terms of this Agreement, including, but not limited to, the covenants set forth in Article VII hereof“7” of this Agreement, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied (fand such condition is not waived in writing by the Company) By Parent on or prior to the Closing Date, or the Company if holders occurrence of Shares constituting any event which results in the Company Requisite Vote do not approve failure of a condition set forth in Paragraph “B” of Article “12” of this Agreement to be satisfied on or prior to the Merger at the Stockholders MeetingClosing Date; provided however, (provided that that, the Company may not terminate this Agreement under prior to the Closing Date if Novopelle or any of the Novopelle Members, as the case may be, has not had an adequate opportunity to cure such failure, pursuant to Article “17” of this Section 8.1.(fAgreement; or (d) by the mutual written consent of all of the Novopelle Members if the Company there is in a material breach of Section 6.6.); (g) By Parent any representation or warranty set forth in Article “5” of this Agreement or any covenant or agreement to be complied with or performed by the Company, including, but not limited to, the covenants set forth in Article “7” of this Agreement, or the Company if holders failure of shares a condition set forth in Paragraph “A” of Parent Common Stock constituting Article “12” of this Agreement to be satisfied (and such condition is not waived in writing by Novopelle) on or prior to the Parent Requisite Vote do not approve Closing Date, or the issuance occurrence of shares any event which results in the failure of Parent Common Stock at a condition set forth in Paragraph “A” of Article “12” of this Agreement to be satisfied on or prior to the Parent stockholders meeting called for that purpose (Closing Date; provided that Parent however, that, the Novopelle Members may not terminate this Agreement under this Section 8.1.(g) by mutual written consent prior to the Closing Date if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity has not had an adequate opportunity to cure such failure pursuant to Article “17” of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or abandoned only as followsterminated: (a) By by the mutual written consent of Company Seller and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsBuyer; (b) By Company by Buyer by written notice to Seller if: (i) there has been a breach, inaccuracy in or Parent if failure to perform any representation, warranty, covenant or agreement made by BWR or Seller pursuant to this Agreement that would give rise to the other party shall have failed to comply in any material respect with failure of any of its covenants the conditions specified in Section 8.1 and such breach, inaccuracy or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured by Seller within thirty the earlier of the Outside Date and ten (3010) business days following of Seller’s receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach;such breach from Buyer; or (dii) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereofSection 8.1 shall not have been, to which or if it becomes apparent that any of such conditions will not be, fulfilled by the Company's obligations are subject, have not been fulfilled or waivedOutside Date, unless such fulfillment failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by Seller by written notice to Buyer if: (i) there has been frustrated or made impossible by any act a breach, inaccuracy in or failure to act perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the Company;conditions specified in Section 8.2 and such breach, inaccuracy or failure has not been cured by Buyer within the earlier of the Outside Date and ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or New Age Beverages Corporation 24▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (eii) By Parent after January 31, 1999, if any of the conditions set forth in Article VII hereofSection 8.2 shall not have been, to which or if it becomes apparent that any of such conditions will not be, fulfilled by the Parent and the Merger Subsidiary are subject, have not been fulfilled or waivedOutside Date, unless such fulfillment has been frustrated failure shall be due to the failure of Seller to perform or made impossible comply with any of the covenants, agreements or conditions hereof to be performed or complied with by any act or failure it prior to act of Parent or the Merger Subsidiary;Closing; or (fd) By Parent by Buyer or Seller in the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, event that (provided i) there shall be any Legal Requirement that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that and such termination is required; (j) By Parent if the Board of Directors of the Company Order shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Mergerbecome final and non-appealable.

Method of Termination. This Agreement and the transactions --------------------- contemplated in Sections 2.1 and 2.2 hereof may be terminated or abandoned only as followsat any time prior to the Closing: (a) By the mutual consent of Company the Company, CGW, First Plaza and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsNationsBank; (b) By the Company or Parent after December 31, 1996 if the other party shall transactions contemplated hereby have failed not been closed or if any of the conditions to comply the Company's obligations set forth in Section 4.2 have not been satisfied or waived by the Company, unless the failure to close such transactions is due to any failure by the Company to perform in any material respect with any of its covenants or agreements contained in this Agreement herein required to be complied with performed by it on or prior to the date Closing Date, or a material breach of such termination (in any of the case of ParentCompany's representations, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to complywarranties or covenants contained herein; (c) By Company CGW, First Plaza or Parent NationsBank after December 31, 1996, if there has the transactions contemplated hereby have not been (i) a breach closed or if any of the conditions to such Purchaser's obligations set forth in Section 4.1 have not been satisfied or waived by such Purchaser, unless the other party (failure to close such transactions is due to any failure by such Purchaser to perform in the case of Parent, including any material breach respect its agreements contained herein required to be performed by Merger Subsidiary) it on or any representation prior to the Closing Date, or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation of such Purchaser's representations, warranties or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breachcovenants contained herein; (d) By Company the Company, CGW, First Plaza or NationsBank at any time after January 31, 19991997, if the Closing shall not have occurred for any of the conditions set forth in Article VII hereofreason on or prior to January 31, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company1997; (e) By Parent after January 31either CGW, 1999First Plaza or NationsBank, on the one hand, or the Company, on the other hand, if there shall be any order, writ, injunction or decree of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting or regulatory agency binding on any such Purchaser or the consummation of Company, which prohibits or restrains such Purchaser and/or the Company from consummating the transactions contemplated by this Agreement, EXECUTION COPY provided that the order each party to this Agreement who is not the result of an action prohibited or proceeding instituted restrained by the terminating party; (i) By the Company if in the exercise of its good faith determinationsuch order, as set forth in Section 6.4.writ, as to its fiduciary duties to the Company's stockholders imposed by lawinjunction, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company or decree shall have withdrawn used its reasonable best efforts to have any such order, writ, injunction or modified in decree lifted and the same shall not have been lifted within thirty (30) days after entry, by any manner adverse to Parent its approval such court or recommendation of the Merger governmental or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Mergerregulatory agency.

Method of Termination. This Agreement may be terminated or abandoned only as followsby any of the following methods: (a) A. By the mutual written consent of Company Aclor and ParentMetiscan, notwithstanding prior approval authorized by the stockholders Board of Directors of both of Aclor and Metiscan; B. By written notice from any of the Parties, if within ten (10) business days after receipt of written notice that the Closing Date has passed, the Closing has not occurred; provided however, that if the Closing shall not have occurred on, or prior to, the Closing Date as a result of any action taken, or all of such corporations; (b) By Company failure to act, by any governmental or Parent if regulatory authority including, but not limited to, the other party shall have failed to comply withholding of, or a delay in, any approval in any material respect connection with any aspect of its covenants or agreements contained in this Agreement required to the transactions contemplated hereby, then the Closing Date shall automatically be complied with prior extended until a date which is a reasonable time subsequent to the date upon which such governmental or regulatory action is resolved which will allow the Parties to complete the procedures required to consummate the transactions contemplated hereby; provided further, however, that the right to terminate this Agreement pursuant to this Paragraph “B” of such termination (this Article “14” of this Agreement shall not be available to any party whose failure to fulfill any obligation pursuant to this Agreement has been the cause of or resulted in the case failure of Parent, including any failure the Closing to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by occur on or before such party of written notice from the non-breaching party of such failure to complydate; (c) By Company or Parent C. by Aclor if there has been (i) is a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January 31, 1999, if any of the conditions set forth in Article VII hereof“6” of this Agreement or any covenant or agreement to be complied with or performed by Metiscan pursuant to the terms of this Agreement, to which including, but not limited to, the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January 31, 1999, if any of the conditions covenants set forth in Article VII hereof“7” of this Agreement; provided however, to which the Parent and the Merger Subsidiary are subjectthat, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company Aclor may not terminate this Agreement under prior to the Closing Date if Metiscan has not had an adequate opportunity to cure such failure, pursuant to Article “15” of this Section 8.1.(f) Agreement; or D. by Metiscan if the Company there is in a material breach of Section 6.6.); (g) By Parent any representation or warranty set forth in Article “7” of this Agreement or any covenant or agreement to be complied with or performed by Aclor, including, but not limited to, the Company if holders covenants set forth in Article “8” of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (this Agreement; provided that Parent however, that, Metiscan may not terminate this Agreement under this Section 8.1.(g) prior to the Closing Date if Parent is in breach Aclor has not had an adequate opportunity to cure such failure pursuant to Article “15” of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or and the transactions contemplated by this Agreement may be abandoned only as follows: (a) By the mutual written consent of Company the Stockholders' Representative and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsBuyer; (b) By Company the Stockholders' Representative on the one hand or Parent Buyer on the other hand if the other party or parties shall have failed to comply in any material respect with any of its or their covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary)termination, which failure to comply has not been cured within thirty (30) business 30 calendar days following receipt by such party of written notice from the non-breaching party or parties of such failure to comply; (c) By Company the Stockholders' Representative on the one hand or Parent Buyer on the other hand if there has been (i) a breach by the other party (in the case or parties of Parent, including any material breach by Merger Subsidiary) or any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business 30 calendar days following receipt by the breaching party or parties from the non-breaching party or parties of written notice of the breach; (d) By Company the Stockholders' Representative after January 31June 30, 19992002, if any of the conditions set forth in Article VII VI hereof, to which the Company's Stockholders' obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the CompanyStockholders; (e) By Parent Buyer after January 31June 30, 19992002, if any of the conditions set forth in Article VII VI hereof, to which the Parent and the Merger Subsidiary are Buyer's obligation is subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger SubsidiaryBuyer; (f) By Parent Buyer or the Company Stockholders' Representative, if holders of Shares constituting the Company Requisite Vote do not Buyer's shareholders vote against a proposal to approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.6.)transactions contemplated hereby; (g) By Parent or the Company Buyer, if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in there has been any breach of Section 6.6.);5.2 of this Agreement; or (h) By the Company Stockholders' Representative or Parent Buyer if a court or governmental entity of competent jurisdiction institutes an Order order prohibiting the consummation of the transactions contemplated by this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (i) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4., as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required; (j) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.

Method of Termination. This Agreement may be terminated or and the transactions contemplated by this Agreement may be abandoned only as follows: (a) By the mutual written consent of Company and Parent, notwithstanding prior approval by the stockholders of any or all of such corporationsthe Company; (b) By Company or Parent if the other party shall have failed to comply in any material respect with any of its covenants or agreements contained in this Agreement required to be complied with prior to the date of such termination (in the case of Parent, including any failure to comply by Merger Subsidiary), which failure to comply has not been cured within thirty (30) business days following receipt by such party of written notice from the non-breaching party of such failure to comply; (c) By Company or Parent if there has been (i) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) or of any representation or warranty that is not qualified by materiality which has the effect of making such representation or warranty not true and correct in all material respects or (ii) a breach by the other party (in the case of Parent, including any material breach by Merger Subsidiary) of any representation or warranty that is qualified as to materiality, in each case which breach has not been cured within thirty (30) business days following receipt by the breaching party from the non-breaching party of written notice of the breach; (d) By Company after January September 1, 2000, if the F-4 Registration Statement has not been filed by such date, or by December 31, 19992000, if any of the conditions set forth in Article VII hereof, to which the Company's obligations are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of the Company; (e) By Parent after January December 31, 19992000, if any of the conditions set forth in Article VII hereof, to which the Parent and the Merger Subsidiary are subject, have not been fulfilled or waived, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Parent or the Merger Subsidiary; (f) By Parent or the Company if holders of Shares constituting the Company Requisite Vote do not approve the Merger at the Stockholders Meeting, (provided that the Company may not terminate this Agreement under this Section 8.1.(f) if the Company is in breach of Section 6.66.3.); (g) By Parent or the Company if holders of shares of Parent Common Stock constituting the Parent Requisite Vote do not approve the issuance of shares of Parent Common Stock at the Parent stockholders meeting called for that purpose (provided that Parent may not terminate this Agreement under this Section 8.1.(g) if Parent is in breach of Section 6.6.); (h) By the Company or Parent if a court or governmental entity of competent jurisdiction institutes an Order prohibiting the consummation of the transactions contemplated by 44 this Agreement, provided that the order is not the result of an action or proceeding instituted by the terminating party; (ih) By the Company if in the exercise of its good faith determination, as set forth in Section 6.4.6.2.(b), as to its fiduciary duties to the Company's stockholders imposed by law, the Board of Directors of the Company decides that such termination is required;; and (ji) By Parent if the Board of Directors of the Company shall have withdrawn or modified in any manner adverse to Parent its approval or recommendation of the Merger or this Agreement; and (k) By the Company if the Board of Directors of Parent shall have withdrawn or modified in any manner adverse to Company its approval or recommendation of the issuance of Parent Common Stock in the Merger.