Common use of Termination by Either Parent or the Company Clause in Contracts

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company VoteCompany): (a) if the Mergers have this Merger Agreement has not been consummated on or before April 30August 31, 2020 2014 (the “"End Date”"); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date. However, such break up provisions as set out within the binding letter of intent still remain valid as per its terms (The binding letter of intent dated July 22, 2014 and has been fully executed by both parties; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; In the event Company has been the cause of such action it will be liable for break up provisions here in and within the binding letter of intent dated July 22, 2014 and has been duly executed by both parties; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)meeting.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by July 29, 2015 whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, however, that if on July 29, 2015 (i) the condition set forth in Section 7.1(b) is not satisfied but all of the other conditions to Closing shall have been satisfied or waived (other than Section 7.2(c) or those conditions that by their nature are to be satisfied at the Closing) and the condition set forth in Section 7.1(b) remains capable of being satisfied and (ii) no final and non-appealable order or any Merger Law imposed by any Governmental Entity shall be in effect as of such date of determination that constitutes a Burdensome Condition, then the Termination Date may be extended until October 29, 2015 at the election of Parent or the Company by written notice to the other party (and such date shall then be the “Termination Date”). Notwithstanding the foregoing, the Company shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if Parent has the right to terminate this Agreement pursuant to Section 8.4(a); (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger shall have become final and non-appealable (whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a)); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(c) shall not be available to any party whose breach failure to comply with any provision of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted inmaterially contributed to, either the imposition of such Order or the failure of the Mergers such Order to be consummated on resisted, resolved, lifted or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enactedvacated, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)as applicable.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt Requisite Company Vote or the Requisite Parent Vote has been obtained, by action of the Requisite board of directors of either Parent or the Company Vote):if: (a) if the Mergers Merger shall not have not been consummated on or before April by June 30, 2020 (the “End Date”); providedprovided that (i) if the conditions set forth in Section 7.1(c) or Section 7.1(d) (where the relevant Order arises from or relates to Antitrust Laws) shall not have been satisfied or waived by the End Date, howeverthen the Company or Parent may, that upon prior written notice to the other Parties, extend the End Date to September 30, 2020 (the “Extended End Date”) and (ii) if the conditions set forth in Section 7.1(c) or Section 7.1(d) (where the relevant Order arises from or relates to Antitrust Laws) shall not have been satisfied or waived by the Extended End Date, then the Company or Parent may, upon prior written notice to the other Parties, extend the End Date to December 31, 2020; (b) the adoption of this Agreement by the stockholders of the Company shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; (c) the approval by Parent’s shareholders of the issuance of Parent Shares shall not have been obtained at the Parent Shareholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable. The right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforceda condition to, or entered any Law or Order making illegalthe occurrence of, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Merger shall not have been consummated by August 15, 1998, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"); provided, however, that if either Parent or the Company determines that additional time is necessary in connection with obtaining any Governmental Consents, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond December 15, 1998, (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Parent); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Initial Merger shall not have been consummated by October 22, 2017 (as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided that if on such date any of the Required Governmental Consents shall not have been obtained, the Termination Date may be extended one or more times by the Company or Parent from time to time by written notice to the other party up to a date (or dates) on or before ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken, or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, in any manner that shall have proximately contributed to the failure of the Mergers Initial Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt approval of the Requisite Merger by the Required Company Vote):, by written notice of either Parent or the Company if: (a) if the Mergers Merger shall not have not been consummated on or before April 30by December 31, 2020 2005 (the “End Outside Date”); provided, however, that if the conditions to the Closing set forth in Section 7.01(b) or 7.01(c) shall not have been fulfilled (and Section 8.02(c) is not applicable), but all of the other conditions to the Closing have been fulfilled or are capable of being fulfilled, and either Parent or the Company determines that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Outside Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond March 31, 2006 if it in good faith believes such consent, registration, approval, permit or authorization can be obtained by such date; provided, further, that the Company shall not be entitled to terminate this Agreement pursuant to this Section 8.02(a) until five (5) Business Days after the Company Stockholder Meeting occurs if the condition to the Closing set forth in Section 7.01(a) shall not have been fulfilled by the Outside Date due to the Company’s delay of the Company Stockholder Meeting beyond the Outside Date pursuant to Section 6.01(c), but all of the other conditions to the Closing have been fulfilled or are capable of being fulfilled (and Sections 8.02(b), 8.02(c) and 8.02(d) are not applicable); (b) upon a vote duly taken at the Company Stockholder Meeting (including any adjournment or postponement thereof) the Required Company Vote shall not have been obtained; (c) if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 8.02(c) shall have used its reasonable best efforts to contest and remove such order, decree, ruling or action and shall not be in violation of Section 6.03 or 6.04; or (d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action that is necessary to fulfill the conditions set forth in Section 7.01(b), as applicable, and such denial of a request to issue such order, decree, ruling or take such other action shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.02 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or terminated, and the Company Merger may be abandoned, at any time prior to the Effective Time (whether before Time, by Parent or after the receipt of the Requisite Company Vote):if: (a) if any court of competent jurisdiction or other Governmental Body has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Mergers have not been consummated on Merger, and such order, decree, ruling, or before April 30, 2020 (the “End Date”)other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall will not be available to any party hereto if the issuance of such order, decree, ruling or other action was primarily caused by the failure of such party to perform any of its obligations under this Agreement, including Section 5.8; (b) the Effective Time has not occurred on or prior to December 31, 2024 (as such date may be extended pursuant to this Section 7.2(b), the “Outside Date”); provided, however, that (i) either Parent until ninety or the Company, by written notice to the other, may extend the Outside Date to 11:59 p.m., Eastern Time, on the date that is sixty (9060) Business Days days following the End Outside Date if in the Form S-4 has not been declared effective under the Securities Act event that, as of the End Outside Date, the condition set forth in Section 6.1(b) shall have not been satisfied, but all other conditions to Closing set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, but each of which is capable of being satisfied at the Closing) or (ii) Parent and the Company may agree in writing to extend the Outside Date to any such later date as they mutually agree; provided provided, further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall 7.2(b), will not be available to any party hereto whose breach failure to fulfill any of any representation, warranty, covenant, or agreement set forth in its obligations under this Agreement (including Section 5.8) has been the primary cause of, or resulted in, of the failure of the Mergers Effective Time to be consummated have occurred on or before prior to the End Outside Date;; or (bc) if the Company fails to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (or any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, adjournment or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting postponement thereof) at which a vote is taken on the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealableMerger; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b7.2(c) shall will not be available to any party hereto whose breach failure to fulfill any of any representation, warranty, covenant, or agreement set forth in its obligations under this Agreement has been the primary cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and failure to obtain the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case Stockholder Approval at the final Company Stockholder Meeting (or any adjournment or postponement thereof)) at which a vote is taken on the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of both the Requisite Company Vote and Requisite Parent Vote): (a) if the Mergers have not been consummated on or before April 30October 31, 2020 2022 (the “End Date”); provided, howeverthat (i) if any of the conditions to Closing set forth in Section 6.01(e), that or Section 6.01(f) (solely if the right applicable legal restraint relates to terminate this Agreement pursuant any Antitrust Laws) are not satisfied or waived on or prior to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the close of business on the End Date if but all other conditions to Closing set forth in Section 6.01, Section 6.02 and Section 6.03 have been satisfied (other than those conditions that by their nature are to be satisfied at the Form S-4 has not been declared effective under the Securities Act as of Closing) or waived, the End Date will be automatically extended, without any action on the part of any party hereto, to January 31, 2023 and, if so extended, such date shall be the “End Date”; provided provided, further, that if any such conditions are not satisfied or waived on or prior to the close of business on January 31, 2023 but all other conditions to Closing set forth in Section 6.01, Section 6.02 and Section 6.03 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) or waived, the End Date will be automatically extended, without any action on the part of any party hereto, to April 30, 2023 and, if so extended, such date shall be the “End Date”; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or was a contributing factor that resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Mergers, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or was a contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).; provided, that a breach by Redwood or its affiliates of the Redwood Voting Agreement shall not give rise to the right of the Company to terminate under this Section 7.02(c) and the Parties shall promptly cooperate in securing timely enforcement of the Redwood Voting Agreement, including seeking an injunction or injunctions to prevent breaches or threatened breaches of the Redwood Voting Agreement or enforcing specifically the performance of the terms and provisions thereof, pursuant Section 8.13(a); or

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company VoteStockholder Approval): (a) if the Mergers have Merger has not been consummated by 11:59 p.m. Eastern time on or before April 30October 15, 2020 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, Contemplated Transactions and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Stockholders’ Meeting and the Requisite Company Vote Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Stockholders’ Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Transaction may be abandoned at any time prior to the Effective Time (whether before or after the receipt by action of the Requisite Board of either Parent or the Company Vote): if (a) the First Merger shall not have been consummated by the date that is seven months following the date of this Agreement (or if the Mergers have not been consummated on or before April 30second provisio in this Section 7.2(a) shall apply, 2020 the Extended End Date) (the latest such date, the “End Date”), whether such date is before or after the date of the adoption and approval of this Agreement and the First Merger by the Company’s Stockholders; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act that, if, as of the End Date, all conditions set forth in Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 6.1(c), then the Company or Parent may extend the End Date until the date that is 12 months following the date of this Agreement (the “Extended End Date”), by providing written notice to the other party or before the End Date; provided provided, further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the cause of, or resulted in, results in the failure of the Mergers First Merger to be consummated on or before by the End Date or the Extended End Date; , (b) if the Company Stockholder Approval required by Section 6.1(a) shall not have been obtained at the Company Stockholder Meeting (after giving effect to all adjournments or postponements thereof), (c) the Parent Stockholder Approval required by Section 6.1(b) shall not have been obtained at the Parent Stockholder Meeting (after giving effect to all adjournments or postponements thereof) or (d) any Governmental Entity Authority of competent jurisdiction shall have enactedissued an order, issueddecree, promulgated, enforced, injunction or entered ruling or taken any Law or Order making illegal, other action permanently enjoining, restraining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, Transaction and such Law order, decree or Order ruling or other action shall have become final and nonappealable; , whether before or after the adoption and approval of this Agreement by the Company’s Stockholders referred to in Section 6.1(a) (provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 7.02(b7.2(d) shall not be available have used its reasonable best efforts to any party whose breach of any representationremove such injunction, warranty, covenant, restraint or agreement set forth other action in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofcompliance with Section 5.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or terminated, and the Company Merger may be abandoned, at any time prior to the Effective Time (whether before Time, by Parent or after the receipt of the Requisite Company Vote):if: (a) if any court of competent jurisdiction or other Governmental Body has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Mergers have Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(a) will not been consummated be available to any party whose material breach of this Agreement was the proximate cause of such order, decree, ruling, or other action; (b) the Effective Time has not occurred on or before April 30prior to September 4, 2020 2024 (the “End Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(b) shall will not be available to Parent until ninety (90i) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been was the proximate cause of, or resulted in, of the failure of the Mergers Effective Time to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforcedoccur by such date, or entered (ii) to either party at any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting time the consummation of the Mergers or the other transactions contemplated by parties are litigating obligations under this Agreement, and such Law or Order shall have become final and nonappealable; provided, howeverfurther, that in the right event that the Effective Time would have occurred by the Outside Date but for the failure to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement satisfy the conditions set forth in this Agreement has been Section 6.1(a) as of such time, then the cause ofCompany or Parent may extend the Outside Date to a date no later than October 4, or resulted in, 2024 (and such date will then be the issuance, promulgation, enforcement, or entry of any such Law or OrderOutside Date); or (c) if this Agreement has been submitted to the stockholders of the Company for adoption Requisite Vote is not obtained upon a vote taken thereon at a the Stockholders Meeting duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting therefor (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by April 30, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the receipt of the Requisite Company Vote): approval referred to in Section 8.1(a)) or (aiv) if the Mergers Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have not been consummated on the proximate cause of, or before April 30resulted in, 2020 the failure to consummate the Merger by the date referred to in clause (the “End Date”); i) of this Section 9.2 and, provided, howeverfurther, that the right to terminate this Agreement pursuant to clause (iii) of this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.2 shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth that has breached its covenant in this Agreement has been the Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause of, or resulted in, the failure of the Mergers such Order to be consummated on vacated, withdrawn or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)lifted.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by October 31, 2002 (which date may be extended by Parent or the Company from time to time by written notice to the other to a date not later than December 31, 2002 if the Merger shall not have been consummated as a result of the failure to satisfy the condition set forth in Section 7.1(b) (the "Termination Date")), (b) the approval of the Company's stockholders required by Section 7.1(a)(i) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of the holders of Parent Common Stock required by Section 7.1(a)(ii) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (d) any Law permanently restraining, enjoining or otherwise prohibiting the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): and Parent), or (ae) if the Mergers Company shall have received written notice from Parent that Pillsbury Winthrop LLP will not been consummated on be able to deliver the opinion described in Section 7.2(d)(ii) of this Agreement and, after 30 days from the date of such notice, Fenwick & West LLP has not delivered or before April 30, 2020 (the “End Date”)indicated in writing that it is prepared to deliver such opinion to Parent; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the a principal cause of, or resulted in, of the failure of the Mergers referred to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)said clause.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Merger shall not have been consummated by the nine month anniversary of the date of this Agreement (the "Termination Date"), whether this date is before or after the receipt date of adoption of this Agreement by stockholders of the Company and/or after the date of the approval of the Parent Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”)Resolutions and Parent Director Resolutions by shareholders of Parent; provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety any Party whose failure to fulfill in any material respect its obligations under this Agreement has caused or resulted in the Merger to have been consummated, on or before the Termination Date; (90ii) Business Days following a Governmental Entity of competent jurisdiction shall have enacted any Law or issued a final non-appealable permanent injunction or order that prohibits the End Date if the Form S-4 has not been declared effective under the Securities Act as consummation of the End DateMerger; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (ii) shall not be available to any party whose Party who has not used commercially reasonable efforts to prevent this Law from being enacted or this injunction or order from being issued or this injunction or order is due to a material breach by that Party of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by its obligations under this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b(iii) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such a duly held Company Stockholders Meeting has Meeting, including any adjournments or postponements; or (iv) the Parent Requisite Vote shall not have been adjourned obtained at a duly held Parent Shareholders Meeting, including any adjournments or postponed, in which case at the final adjournment or postponement thereof)postponements.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Mergers may be abandoned at any time prior to the Duke Effective Time by action of either the Company Board (whether before or after upon the receipt recommendation of the Requisite Company Vote):Special Committee) or the Parent Board, if: (a) if the Mergers shall not have not been consummated by 5:00 p.m., (New York Time) on or before April 30February 28, 2020 2022 (the “End Outside Date”); provided, however, that if the conditions to the Closing set forth in Section 7.1(d) (Regulatory Approvals) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the Outside Date shall be extended automatically to May 31, 2022, and such date, as so extended, shall be the “Outside Date”; provided, further, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to Parent until ninety (90) Business Days following any Party that has breached in any respect any representation, warranty, covenant or agreement set forth in this Agreement in any manner that shall have proximately contributed to the End Date if the Form S-4 has not been declared effective under the Securities Act as occurrence of the End Date; failure of a condition to the consummation of the Merger; (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (or in the case of any adjournment or postponement thereof taken in accordance with this Agreement, upon the final adjournment or postponement thereof) (provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(b) shall not be available to any party whose breach Party if the Company Stockholders Meeting has not been held because the Requisite Company Vote was previously obtained by delivery of the Company Written Consent); or (c) any representation, warranty, covenant, Law or agreement Governmental Order having the effect set forth in this Agreement Section 7.1(e) has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(c) shall not be available to any party whose breach of Party that has breached in any respect any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of in any such Law or Order; or (c) if this Agreement has been submitted manner that shall have proximately contributed to the stockholders occurrence of the Company for adoption at failure of a duly convened Company Stockholders Meeting and condition to the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at consummation of the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 6, 2007 (the "Termination Date"), whether such date is before or after the date of approval by the shareholders or stockholders of the Company or Parent, respectively; provided, however, that, if Parent or the Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by Parent or the Company one or more times by written notice to the other party up to a date not beyond September 6, 2007, which date shall thereafter be deemed to be the Termination Date, (b) the approval of this Agreement by the Company's shareholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken, (c) the approval of Parent's stockholders necessary for the issuance of Parent Common Stock required to be issued pursuant to the Merger as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on such issuance was taken or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the receipt approval by the shareholders or stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30Parent, 2020 (the “End Date”respectively); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to before the Effective Time Time: (a) whether before or after obtaining the receipt of the Requisite Company Vote): (a) Stockholder Approval, if the Mergers have Merger has not been consummated on or before April 30October 1, 2020 2012 (as extended in the following proviso, if applicable, the “End Termination Date”); provided, however, that if all of the conditions to Closing shall have been satisfied or shall be then capable of being satisfied (other than the conditions set forth in Section 7.1(c) or Section 7.1(e) with respect thereto), the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party up to a date not beyond October 31, 2012. Notwithstanding the foregoing, the right to terminate this Agreement pursuant to under this Section 7.02(a8.2(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall will not be available to any party to this Agreement whose breach of any representation, warranty, covenant, covenant or agreement set forth in of this Agreement has been the primary cause of, or the primary factor that resulted in, the failure of to consummate the Mergers to be consummated on or before the End DateMerger by such date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting (or adjournment, postponement or recess thereof) and the Requisite Company Vote shall Stockholder Approval is not obtained upon a vote taken thereof; or (c) if any Governmental Entity of competent jurisdiction will have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned enacted or postponedissued any final and non-appealable Law or order or taken any other final and non-appealable action enjoining or otherwise prohibiting consummation of the Transactions, in which case at provided that the final adjournment or postponement thereof).right to terminate this Agreement under this Section 8.2(c) will not be available to any party who failed to comply with its obligations under Section 6.1;

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated by either Parent or the Company this Agreement may be abandoned at any time prior to the Effective Time (whether before or after the receipt by action of the Requisite Company Vote):board of directors of either Parent or the Company, and upon delivery of written notice to the other party if: (a) if the Mergers Closing shall not have not been consummated on or before April 30occurred by August 2, 2020 2016 (as it may be extended as described below in this Section 8.2(a), the “End Termination Date”); provided, however, that if as of such date, the condition set forth in Section 7.1(c) is not satisfied but all of the other conditions set forth in ARTICLE VII shall have been satisfied or waived or shall be capable of being satisfied or waived as of such date if the Closing were otherwise to occur on such date and the condition set forth in Section 7.1(c) remain capable of being satisfied or waived, then the Termination Date may be extended from August 2, 2016 to November 2, 2016 (the “Outside Date”) at the election of Parent or the Company by written notice to the other party (and the Outside Date shall then be the Termination Date), provided, further, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to Parent until ninety (90) Business Days following any party hereto that has breached its obligations under this Agreement in any manner that shall have contributed to the End Date if the Form S-4 has not been declared effective under the Securities Act as failure of the End DateClosing to have occurred prior to the Termination Date in any material respect; (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth that has breached in its obligations under this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if in any Governmental Entity of competent jurisdiction manner that shall have enacted, issued, promulgated, enforced, or entered proximately contributed to the existence of such Order in any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Ordermaterial respect; or (c) if this Agreement has shall not have been submitted to the duly adopted by stockholders of the Company for adoption constituting the Company Requisite Vote at a duly convened Company the Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the Company if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Company); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the a principal cause of, of or resulted in, in the occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)date.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the First Effective Time (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers Transactions have not been consummated on or before April June 30, 2020 2022 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement Agreement, or action or failure to act, has been the principal cause of, or primarily resulted in, in the failure of the Mergers Transactions to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Transactions, the HoldCo Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement Agreement, or action or failure to act, has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement the HoldCo Stock Issuance has been submitted to the stockholders of the Company Parent for adoption approval at a duly convened Company Parent Stockholders Meeting and the Requisite Company Parent Vote shall not have been obtained at such meeting (unless such Company Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, however, that the right to terminate this Agreement under this (c) shall not be available to Parent where the failure to obtain the Requisite Parent Vote shall have been caused by the action or failure to act of Parent and such action or failure to act constitutes a material breach by Parent of this Agreement; or (d) in writing, by mutual consent of the parties.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers have Merger has not been consummated on or before April 30December 31, 2020 2023 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or was a contributing factor that resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or was a contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) If the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either the Company or Parent (and written notice to the other party) if (a) the Merger shall not have been consummated by March 31, 2001 whether such date is before or after the date of approval by the holders of Shares of the Company (the "Termination Date"); provided, however, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, on March 31, 2001: (i) any of the Governmental Consents described in 7.1(b) have not been obtained or waived, (ii) each of the other conditions to the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (iii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith; (b) the approval of the holders of Shares required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non- appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Company); provided, however, or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Merger; provided that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company VoteCompany): (a) if the Mergers have Merger has not been consummated on or before April 30December 31, 2020 2013, or such later date as is necessary for the Registration Statement to be declared effective to be declared effective by the Commission, but in no event later than March 15, 2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a(i) shall not be available to Parent until ninety (90) Business Days following any extension of the End Date if beyond December 31, 2013 shall be attributable to a delay the Form S-4 has not been declared effective under Commission’s comment process and the Securities Act as associated delayed effectiveness of the End Date; provided furtherRegistration Statement (and not an breach by Parent of its obligations pursuant to Section 6.04) or the Company’s process with respect to a Takeover Proposal in accordance with Section 6.03, however, and (ii) that the right to terminate this Agreement pursuant to this Section 7.02(a8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company including any adjournment or postponement thereof); or (d) if this Agreement has been submitted to the stockholders of Parent for adoption at a duly convened Parent Stockholders Meeting has and the affirmative vote of the holders of the requisite number of the outstanding shares of Parent Common Stock shall not have been adjourned or postponed, in which case obtained at the final such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated by either Parent or this Agreement and the Company Arrangement may be abandoned at any time prior to the Effective Time (whether before or after the receipt by action of the Requisite Board of Directors of either Parent or the Company Vote):if: (a) if the Mergers Arrangement shall not have not been consummated by June 30, 2004, whether such date is before, on or before April 30, 2020 after the date of approval of the Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the date of approval of either of the Parent Proposals by the Parent Common Stockholders (the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aa) shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, in any manner that shall have proximately contributed to the failure of the Mergers Closing to be consummated on or before the End Datehave occurred; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption Common Shareholders and holders of Company Options and Company RSUs vote upon the Arrangement at a meeting duly convened Company Stockholders Meeting therefor or at any adjournment or postponement thereof and the Requisite Company Vote vote of approval required by Section 4.1(a) shall not have been obtained thereat; (c) the Parent Common Stockholders vote upon the Share Issuance Proposal at such a meeting (unless such Company Stockholders Meeting has been adjourned duly convened therefor or postponed, in which case at the final any adjournment or postponement thereofthereof and the vote of approval required by Section 4.1(b) shall not have been obtained thereat; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement and the Arrangement shall become final and non-appealable (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).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 4, 2013, whether such date is before or after the receipt date of adoption of this Agreement by the stockholders of the Requisite Company Vote): (areferred to in Section 7.1(a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Termination Date”); provided, however, that the Termination Date may be extended by either Parent or the Company upon written notice to the other party if, as of the Termination Date, (i) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) and which have not been satisfied by the Termination Date or (ii) all conditions to Closing have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) but the Marketing Period shall not have been completed by the Termination Date, in each case to a date not beyond the later of (x) June 3, 2013 or (y) the Extension Date, if the Debt Commitment Letter is amended pursuant to Section 6.15(b), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Each of Parent or and the Company shall have the right to terminate this Agreement at any time prior to the Effective Time (Time, whether before or after the receipt of Parent Stockholder Approval or the Requisite Company Vote):Stockholder Approval has been obtained, if: (ai) if the Mergers have Closing has not been consummated occurred prior to 5:00 p.m., Eastern Time, on or before April 30August 5, 2020 2026 (the “End Outside Date”); provided, however, that, if, by 5:00 p.m., Eastern Time, on the Outside Date, all of the conditions in Article VII have been satisfied or duly waived by all Parties entitled to the benefit thereof (except for (1) the condition in Section 7.1(c) (but only if the applicable Legal Restraint relates to Antitrust Laws) or Section 7.1(e) and (2) any other condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing Date were the Outside Date)), then the Outside Date shall automatically be extended to May 5, 2027; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a8.1(b)(i) shall not be available to Parent until ninety (90) Business Days following the End Date a Party if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Closing to have occurred prior to 5:00 p.m., Eastern Time, on the Outside Date (as it may be consummated on extended under this Section 8.1(b)(i)) was primarily caused by, or before the End Dateprimarily resulted from, such Party’s breach of, or such Party’s failure to perform or comply with, any of its covenants or agreements hereunder; (bii) if any Governmental Entity of competent jurisdiction a Legal Restraint shall have enactedbeen issued, issuedentered, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, enacted and such Law or Order shall have remain in effect and become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(b8.1(b)(ii) shall not be available to any party whose breach a Party if the existence of any representation, warranty, covenantsuch Legal Restraint was primarily caused by, or agreement set forth in this Agreement has been the cause primarily resulted from, such Party’s breach of, or resulted infailure to perform or comply with, any of its covenants or agreements hereunder; (iii) the issuance, promulgation, enforcement, Parent Stockholder Approval is not obtained at the Parent Stockholders Meeting or entry at any adjournment or postponement thereof at which a vote on the approval of any such Law or Orderthe Parent Stock Issuance was taken; or (civ) if this Agreement has been submitted to the stockholders of the Company for adoption Stockholder Approval is not obtained at a duly convened the Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained or at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final any adjournment or postponement thereof)thereof at which a vote on the adoption of this Agreement was taken.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of either the board of directors of Parent or the Company Board if: (a) the Merger shall not have been consummated by January 28, 2016 (as may be extended in accordance with this Section 8.2(a), the “Termination Date”) whether such date is before or after the receipt of time the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”)Stockholder Approval is obtained; provided, howeverthat if all of the conditions to Closing shall have been satisfied, shall be capable of being satisfied at such time or would be capable of being satisfied at such time but for the fact that the condition set forth in Section 7.2(e) is not satisfied, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other to a date not later than April 28, 2016; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to Parent until ninety (90) Business Days following the End Date any party if the Form S-4 has not been declared effective under the Securities Act as failure of the End DateMerger to have been consummated on or before the Termination Date was primarily due to the failure of the party seeking to terminate this Agreement to perform any of its obligations under this Agreement; (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the time the Requisite Stockholder Approval is obtained); provided further, howeverprovided, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(b) shall not be available to any party whose breach of any representationif the enactment, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of such Order, or the Order becoming final and non-appealable, was primarily due to the failure of such party to perform any such Law or Orderof its obligations under this Agreement; or (c) if this Agreement has been submitted to the stockholders of Merger Consent, duly executed by the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote Listed Stockholders, shall not have been obtained at such meeting (unless such delivered to Parent and the Company Stockholders Meeting has been adjourned or postponedprior to 9:00 a.m., in which case at New York City time, on the final adjournment or postponement thereof)date immediately following the date of this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by May 18, 2015 (as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided that, (i) if either the Company or Parent determines that additional time is necessary in connection with obtaining a Required Governmental Consent from the FCC or any PUC listed in Section 7.2(c) of the Parent Disclosure Letter and foreign Governmental Entities listed in Section 7.2(c) of the Company Disclosure Letter or in connection with the expiration of the waiting period pursuant to the HSR Act, the Termination Date may be extended by either Parent or the Company from time to time by written notice to the other up to a date not beyond August 17, 2015 and (ii) if the Termination Date has been extended to August 17, 2015, the Termination Date may be extended further by the mutual written agreement of Parent and the Company from time to time up to a date not beyond November 13, 2015, which date or dates pursuant to clauses (i) or (ii) of this Section 8.2, as extended from time to time, shall thereafter be deemed to be the Termination Date, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30referred to in Section 7.1(a), 2020 (the “End Date”); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforcedconsummated, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting (d) the consummation FCC adopts a hearing designation order in respect of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):Time: (a) notwithstanding any approval of this Agreement by the stockholders of the Company, if the Mergers have Merger has not been consummated on or before April 30March 31, 2020 2011 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) notwithstanding any approval of this Agreement by the stockholders of the Company, if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting (including any adjournment or postponement thereof) and the Requisite Company Vote Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)meeting.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Mergers may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the receipt approval by the shareholders of the Requisite Company Vote): (aCompany) if the Mergers have not been consummated on or before April 30pursuant to Section 6.4, 2020 (the “End Date”); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement or under any existing law, order, rule or regulation has been the cause of, caused or resulted in, in the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April May 30, 2020 2025 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, representation or warranty, covenantor failure to materially perform any covenant or obligation, or agreement set forth in this Agreement has been the a cause of, or has resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, representation or warranty, covenantor failure to materially perform any covenant or obligation, or agreement set forth in this Agreement has been the a cause of, or has resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting, such Company Stockholders Meeting (including any adjournment or postponement thereof) shall have been held and completed, and the Requisite Company Vote shall not have been obtained at such meeting (unless meeting; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 7.02(c) if the failure to obtain the Requisite Company Vote is attributable to a failure on the part of such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).party to materially perform any obligation required to be performed by such party

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Merger shall not have been consummated by September 30, 2005, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”); (ii) the Stockholders Meeting shall not have been held, or the vote of the Company’s stockholders contemplated by Section 6.4 has not been taken, by the Termination Date or the approval of the Company’s stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; or (iii) any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), which must grant a regulatory approval required for consummation of the Merger has denied such approval and such denial has become final, whether orally or in writing (provided that nothing here shall be construed to require any of the parties hereto to appeal such denial to a court or other tribunal) or any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Company); provided, however, provided that (A) the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) above shall not be available to Parent until ninety (90) Business Days following any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the End Date if the Form S-4 has not been declared effective under the Securities Act as occurrence of the End Date; provided further, however, that failure of the Merger to be consummated and (B) the right to terminate this Agreement pursuant to this Section 7.02(aclause (ii) above shall not be available to the Company if the Company has breached in any party whose breach material respect its obligations under Section 6.4 of this Agreement in any representation, warranty, covenantmanner that shall have proximately contributed to the Stockholders Meeting not having been held, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure vote of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions Company’s stockholders contemplated by this AgreementSection 6.4 not having been taken, and such Law or Order shall have become final and nonappealable; provided, however, that by the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company and the Merger may be abandoned at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):Time: (a) if the Mergers have Merger has not been consummated on or before April 30the nine (9) month anniversary of the date of this Agreement (such anniversary, 2020 (or as extended pursuant to Section 6.4 or this Section 8.2(a), the “End Date”); provided, however, that if either of the right conditions set forth in Section 7.1(b) or Section 7.1(c) has not been fulfilled, but all other conditions set forth in ARTICLE VII have been fulfilled (except for those conditions that by their nature are to terminate this Agreement pursuant be fulfilled on the Closing Date), then the Company and Parent, by mutual agreement in writing, may extend, from time to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following time, the End Date if up to a date not beyond the Form S-4 has not been declared effective under the Securities Act as twelve (12) month anniversary of the End Datedate of this Agreement; provided provided, further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in of its obligations under this Agreement has been the principal cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this AgreementMerger, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in of its obligations under this Agreement has been the principal cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (whether before by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Mergers Merger shall not have not been consummated by 11:59 p.m. (New York City time) on or before April 30July 15, 2020 2019 (the “End Termination Date”), provided, however, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party whose material breach of any provision of this Agreement has been the primary cause of, or resulted in, the failure of the Merger to be consummated by the Termination Date; (b) the Company Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a7.2(b) shall not be available to Parent until ninety (90) Business Days following the End Date Company if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose its material breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the primary cause of, or resulted in, the failure of the Mergers to be consummated on or before obtain the End DateCompany Stockholder Approval; (bc) if the Parent Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, adjournment or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting postponement thereof at which a vote upon the consummation issuance of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealableParent Class A Common Stock was taken; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(b7.2(c) shall not be available to any party whose Parent if its material breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement (including Section 5.5(b)(ii)) has been the primary cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Orderfailure to obtain the Parent Stockholder Approval; or (cd) if this Agreement has been submitted to any Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the stockholders Merger shall become final and non-appealable, whether before or after the date of the Company for adoption at a duly convened Company Stockholders Meeting Stockholder Approval and Parent Stockholder Approval referred to in Section 6.1(a); provided that the Requisite Company Vote right to terminate this Agreement pursuant to Section 7.2(a) shall not be available to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)primary cause of the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt of time the Requisite Company Vote):Vote is obtained, by action of either the Parent Board or the Company Board if: (a) if the Mergers Merger shall not have not been consummated by July 22, 2015 (provided, that, if on such date the conditions to Closing set forth in Sections 8.1(b) and/or 8.1(c) shall not have been satisfied but all other conditions to Closing shall have been satisfied (or before April 30in the case of conditions that by their terms are to be satisfied at the Closing, 2020 shall be capable of being satisfied on such date) or waived by all parties entitled to the benefit of such conditions, then, at the written election of either the Company or Parent, such date may be extended to December 22, 2015) (such date, as it may be extended in accordance with the proviso above, and subject to Section 10.5(c)(ii), the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a9.2(a) shall not be available to Parent until ninety (90) Business Days following the End Date any party if the Form S-4 has not been declared effective under the Securities Act as failure of the End DateMerger to have been consummated on or before the applicable Termination Date was primarily due to the material breach of the party seeking to terminate this Agreement; (b) the Company Stockholders Meeting shall have been held and completed and the Requisite Company Vote shall not have been obtained at such Company Stockholders Meeting or at any adjournment or postponement thereof; provided furtheror (c) any Order permanently restraining, howeverenjoining or otherwise prohibiting or making illegal the consummation of the Merger shall become final and non-appealable (whether before or after the time the Requisite Company Vote is obtained); provided, that the right to terminate this Agreement pursuant to this Section 7.02(a9.2(c) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement that has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by materially breached its obligations under this Agreement, and which breach was the primary reason for such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)being issued.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by April 30, 2006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof, (c) the approval of the issuance of the shares of Parent Common Stock in the Merger by the stockholders of the Parent referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt adoption of this Agreement by the shareholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a)); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in that has breached its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (a) the Merger shall not have been consummated by January 31, 2006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a), provided, however, that in the event that, as of January 31, 2006, the conditions set forth in Section 7.1(b), 7.1(c), 7.2(c) or 7.2(d) have not been satisfied, the termination date may be extended from time to time by Parent or the Company one or more times to a date not beyond July 31, 2006 (such date, including any such extensions thereof, the “Termination Date”), provided, further, that if the condition set forth in Section 7.2(d) shall not have been satisfied solely by reason of a Required Governmental Consent that has been obtained but is not yet a Final Order, neither party may terminate this Agreement prior to the 60th day after receipt of such Required Governmental Consent, (b) the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, except for any Orders the existence of which would not result in the failure of the condition set forth in Section 7.1(c) (whether before or after the receipt adoption of this Agreement by the shareholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a)); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in that has breached its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt of Written Consent Effective Time, by either Parent (with any termination by Parent also being an effective termination by Merger Sub) or the Requisite Company Vote):upon written notice to the other if: (a) if the Mergers Closing shall not have not been consummated occurred on or before April 30December 31, 2020 2019 (as it may be extended as herein provided or from time to time by the mutual written consent of the Company and Parent, the “End Outside Date”); provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party Party whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has shall have been the primary cause of, of or resulted in, in the failure of the Mergers Closing to be consummated on by the Outside Date; provided, further, that if one of the Parties has initiated the process of resolving one or more Disputed Items pursuant to Section 2.1 of this Agreement before the End Date;Outside Date has passed, and the Outside Date occurs during the pendency of such dispute resolution process, the Outside Date shall automatically be extended by the amount of time during which such dispute resolution process is pending, plus ten (10) Business Days; or (b) if any Governmental Entity of competent jurisdiction shall have enactedOrder permanently restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the or making illegal consummation of the Mergers Merger or the other transactions contemplated by this Agreement, Transactions shall become effective and such Law or Order shall have become final and nonappealablenon-appealable or any Law becomes enacted, entered, promulgated or enforced by a Governmental Authority that prohibits or makes illegal consummation of the Merger or the other Transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted inthat, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote terminating Party shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, complied in which case at the final adjournment or postponement thereof)all material respects with its obligations under Section 5.6.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company VoteStockholder Approval): (a) if the Mergers have Merger has not been consummated on or before April 30May 7, 2020 2025 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose (or in the case of Parent, Parent Group Member’s) breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b7.2(b) shall not be available to any party whose or in the case of Parent, Parent Group Member’s) breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt approval by stockholders of the Requisite Company Vote):referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company and by written notice if: (a) if the Mergers Merger shall not have not been consummated by March 31, 2007, unless such date shall have been extended by mutual written consent of Parent and the Company, whether such date is before or after the date of approval by the stockholders of the Company; (b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting (after giving effect to any adjournment or postponement thereof if a vote on the Company Voting Proposal is taken at such Company Meeting or before April 30, 2020 (the “End Date”adjournment or postponement thereof); or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the Company Meeting; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (a) shall not be available to Parent until ninety or (90b) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached or failed to perform in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the principal cause of, of or resulted in, in the failure of the Mergers Merger to be consummated on consummated; and provided, further, that, prior to or before upon any termination by the End Date; Company pursuant to clause (b) if any Governmental Entity of competent jurisdiction above, the Company shall have enacted, issued, promulgated, enforced, or entered paid to Parent any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting Termination Fee then due and payable under Section 9.5 under the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)terms specified therein.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (whether before by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Mergers Merger shall not have not been consummated by 11:59 p.m. Eastern Time on or before April 30July 7, 2020 2025 (the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before by the End Termination Date; (b) if the Company Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any Governmental Entity adjournment or postponement thereof at which a vote upon the adoption of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealableAgreement was taken; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(b7.2(b) shall not be available to any party whose the Company if its material breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; orfailure to obtain the Company Stockholder Approval; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote Parent Stockholder Approval shall not have been obtained at such a meeting (unless such Company Stockholders Meeting has been adjourned duly convened therefor or postponed, in which case at the final any adjournment or postponement thereof)thereof at which a vote upon the issuance of the Parent Common Stock in connection with the Merger was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to Parent if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Parent Stockholder Approval; or (d) any Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the date of the Company Stockholder Approval and Parent Stockholder Approval; provided, that the right to terminate this Agreement under this Section 7.2(d) shall not be available to any Party if its material breach of any provision of this Agreement has been the cause of, or resulted in the failure of the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company or Parent and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time if: (a) the Merger shall not have been consummated by the Termination Date, whether such date is before or after the receipt of time the Requisite Company Vote): (a) if the Mergers have not Vote has been consummated on or before April 30, 2020 (the “End Date”)obtained; provided, however, that in the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if event that the Form S-4 has not been declared effective under by the Securities Act SEC on or before January 17, 2013, the “Termination Date” shall be the date that is the earlier of June 8, 2013 (the “Outside Date”) or six weeks after the date the Form S-4 has been declared effective by the SEC; provided, further, however, that if as of the End Termination Date, all of the conditions precedent to Closing other than the condition set forth in Sections 7.1(b)(i) and (ii) (and other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date) shall have been satisfied, then the Termination Date (to the extent that such date is before the Outside Date) shall automatically be extended until, and for all purposes shall be deemed to be, the date that is the earlier of the Outside Date or the two-week anniversary of the first date on which the conditions set forth in Sections 7.1(b)(i) and (ii) have been satisfied; provided provided, further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated on or before occur by the End Termination Date; (b) if any Governmental Entity . For purposes of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order “Termination Date” shall have become final and nonappealable; providedmean March 8, however2013, that the right subject to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement extension as set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)above.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by either Parent or the Company if (i) there is in force a Law permanently restraining, enjoining or otherwise prohibiting the Merger and such Law shall have become final and non-appealable and not subject to challenge, (ii) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”)adjournment thereof; provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(ii) (A) shall not be available to Parent until ninety (90) Business Days following the End Date Company if the Form S-4 Company has breached the provisions of Section 6.2 or 6.4, and (B) shall be subject to the Company’s obligation to pay any amounts determined to be payable to Parent under Section 8.5 as and when due, or (iii) the Effective Time shall not been declared effective under have occurred on or before June 30, 2007 (the Securities Act as of the End “Termination Date”); provided further, howeverprovided, that (A) the right to terminate this Agreement pursuant to this Section 7.02(a8.2(iii) shall not be available to any party whose breach failure to fulfill any of any representation, warranty, covenant, or agreement set forth in its obligations under this Agreement has been the cause of, or resulted in, the results in such failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreementclose, and such Law or Order shall have become final and nonappealable; provided, however, that (B) the right to terminate this Agreement Termination Date for any termination by the Company pursuant to this Section 7.02(b8.2(iii) shall not be available extended by the number of days in excess of thirty (30) days that is required to any party whose breach obtain final SEC approval of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, Proxy Statement (measured from the issuance, promulgation, enforcement, or entry date of any such Law or Order; or (c) if this Agreement has been submitted the first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is cleared by the SEC to be mailed to the stockholders shareholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofCompany).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the right to terminate this Agreement United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to this Section 7.02(athe HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall not be available extended to the 30th day following certification by Parent until ninety (90) Business Days following and/or the End Date if the Form S-4 has not been declared effective under the Securities Act Company, as of the End Date; provided further, howeverapplicable, that Parent and/or the right to terminate this Agreement pursuant to this Section 7.02(aCompany, as applicable, have substantially complied with such request, but in any event not later than Marc▇ ▇, ▇▇▇▇, (▇▇) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened ▇▇▇ Company Stockholders Meeting shall have been convened, held and completed and the Requisite Company Vote approval referred to in Section 8.1(a) shall not have been obtained thereat or at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)., (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company Vote):or Parent) by either the Company Board or the Parent Board: (a) if the Mergers have Merger has not been consummated on or before April 30, 2020 one hundred and twenty (120) days following the date the Joint Proxy Statement and Form S-4 are filed with the SEC (the “End Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that has breached its obligations in any material respect under this Agreement in any manner that shall have proximately caused or resulted in the failure of the Merger to have been consummated by the Outside Date; (b) if any Governmental Entity shall have issued a final and nonappealable Order permanently enjoining, restraining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and Stockholder Approval or the Requisite Company Vote shall Parent Stockholder Approval has not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case after a vote thereon at the final Company Stockholder Meeting (or any adjournment or postponement thereof) or the Parent Stockholder Meeting (or any adjournment or postponement thereof), respectively.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before notwithstanding any Parent Stockholder Approval or after the receipt of the Requisite Company VoteStockholder Approval): (a) if the Mergers shall not have not been consummated on or before April 30, 2020 the date that is nine (9) months following the date hereof (the “End Termination Date”); provided, howeverthat if all of the conditions precedent to Closing (other than (i) those conditions that by their nature are to be satisfied at the Closing (provided that such conditions are reasonably capable of being satisfied) and (ii) the condition set forth in Section 6.1(d)), that shall have been satisfied as of the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Termination Date, then either Parent until or the Company may extend the Termination Date for an additional ninety (90) Business Days following days upon written notice to the End other party on or prior to the Termination Date, in which case the Termination Date if the Form S-4 has not been declared effective under the Securities Act as of the End Dateshall be deemed for all purposes to be so extended; provided and provided, further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End DateTermination Date (it being understood that, for purposes of this Section 7.2(a), any breach by Merger Sub A or Merger Sub B will be deemed a breach by Parent); (b) if the Company or any Governmental Parent Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, receives a definitive written notice or entered determination from any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Gaming Authority that any Parent Entity or the other transactions contemplated Company will not be granted any Gaming Approval by this Agreement, and such Law or Order shall have become final and nonappealableGaming Authority that is required in order for the condition set forth in Section 6.1(d) to be satisfied; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b7.2(b) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law Gaming Authority’s refusal to grant any such Gaming Approval (it being understood that, for purposes of this Section 7.2(b), any breach by Merger Sub A or Order; orMerger Sub B will be deemed a breach by Parent); (c) if any court of competent jurisdiction or other Governmental Entity shall have issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such judgment, order, injunction, rule, decree or other action shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 7.2(c) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been submitted to the stockholders cause of, or resulted in, such judgment, order, injunction, rule or decree, ruling or other action (it being understood that, for purposes of this Section 7.2(c), any breach by Merger Sub A or Merger Sub B will be deemed a breach by Parent); (d) if the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote Parent Stockholder Approval shall not have been obtained at such meeting the Parent Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote seeking the Parent Stockholder Approval was taken; or (unless such e) if the Company Stockholder Approval shall not have been obtained at the Company Stockholders Meeting has been adjourned duly convened therefor or postponed, in which case at the final any adjournment or postponement thereof)thereof at which a vote seeking the Company Stockholder Approval was taken.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Offer and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by February 28, 2011, whether such date is before or after the date of the adoption of this Agreement by the Stockholders of the Company referred to in Section 8.1(a) (such date, as it may be extended pursuant to this Section 9.2, the “Termination Date”); provided, that if on February 28, 2011 any of the conditions to Closing in Article VIII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the Termination Date from February 28, 2011 to April 30, 2011 (which shall then be the “Termination Date”); provided, further, that (A) Parent shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if the Company has the right to terminate this Agreement pursuant to Section 9.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if Parent has the right to terminate this Agreement pursuant to Section 9.4(b)); provided, further, that neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(a) if the Offer Closing occurs prior to the Termination Date; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; provided, that, neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(b) if the Offer Closing shall have occurred; or (c) any Order permanently restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 8.1(a)); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.2 shall not be available to any party whose failure to fulfill any obligation or other breach of any representation, warranty, covenant, or agreement set forth in under this Agreement has been the primary cause of, or the primary factor that resulted in, the failure of any Tender Offer Condition or a condition to the Mergers consummation of the Merger to be consummated have been satisfied on or before the End Termination Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers have Merger has not been consummated on or before April 30October 15, 2020 2023 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt adoption of this Agreement by the Company Requisite Vote, by action of either the board of directors of the Requisite Parent or the Company Vote):Board, if: (a) if the Mergers Merger shall not have not been consummated on or before April 30by August 15, 2020 2018 (the “End Termination Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 9.2(a) if the failure to consummate the Merger by the Termination Date is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time; (i) the Stockholders Meeting (including any adjournments or postponements thereof) shall have been held and completed, and the stockholders of the Company shall have taken a final vote on a proposal to adopt this Agreement, and (ii) this Agreement shall not have been adopted at the Stockholders Meeting by the Company Requisite Vote; provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a9.2(b) shall not be available to Parent until ninety the Company where the failure to obtain the Company Requisite Vote adopting this Agreement shall have been attributable to (90A) Business Days following a failure on the End Date if the Form S-4 has not been declared effective under the Securities Act as part of the End Date; provided further, however, that the right Company to terminate perform any covenant or obligation of this Agreement pursuant required to this Section 7.02(abe performed by the Company at or prior to the Effective Time or (B) shall not be available to any party whose a breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or OrderSupport Agreements; or (c) if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement has been submitted to the stockholders of by the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofVote).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt either of the Requisite Company Vote):, by either Parent or the Company if: (a) if the Mergers Merger shall not have not been consummated on or before by April 301, 2020 2019 (the “End Date”); provided that if on the End Date any of the conditions set forth in Section 7.1(c) or Section 7.1(d) (to the extent relating to the matters set forth in Section 7.1(c)) shall not have been satisfied but all other conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the fulfillment or waiver of those conditions), then the End Date shall be automatically extended to June 26, 2019, and such date shall become the End Date for purposes of this Agreement; provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to Parent until ninety (90) Business Days following any Party that has breached its obligations in any material respect under this Agreement in any manner that shall have proximately caused or resulted in the End Date if failure of the Form S-4 has not Merger to have been declared effective under the Securities Act as of consummated by the End Date; (b) the adoption of this Agreement by the stockholders of the Company shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; provided furtheror (c) any Order permanently restraining, however, that enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable. The right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforceda condition to, or entered any Law or Order making illegalthe occurrence of, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) the Merger shall not have been consummated by 5:00 p.m. (New York City time) on June 10, 2019 (the “Termination Date”), whether such date is before or after the date of the Company Stockholder Approval and Parent Stockholder Approval referred to in Section 6.1(a); (b) the Company Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the Parent Stockholder Approval shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the issuance of the Parent Common Stock was taken; or (d) any Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the receipt date of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Stockholder Approval and Parent Stockholder Approval referred to in Section 6.1(a); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the primary cause of, or resulted in, of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger may be abandoned, by either Parent or the Company at any time prior to the Effective Time (whether before or after Time, notwithstanding any requisite approval and adoption of this Agreement and the receipt Transactions by the stockholders of the Requisite Company Vote):Company, if: (a) any court or other Governmental Entity of competent jurisdiction shall have issued, enacted, entered, promulgated or enforced a Law or Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger and such Law or Order or other action shall have become final and nonappealable; or (b) if (i) the Mergers Offer expires or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder, or (ii) Purchaser shall not have not been consummated accepted for payment all Shares tendered pursuant to the Offer on or before April 30, 2020 (prior to the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a9.2(b) shall not be available to any party whose material breach of its obligations under this Agreement results in such failure to purchase. The “Termination Date” is October 31, 2006, provided that if (A) prior to such date there is issued a Request for Additional Information and Materials under the HSR Act or that a similar request or investigation is made in connection with the review by any representationgovernmental or regulatory authority of the Offer and the Merger under any comparable law of non-United States jurisdictions, warranty, covenant, or agreement and (B) as of such date all of the conditions to the Offer set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to Annex A shall then be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, satisfied except that the right to terminate this Agreement pursuant to this Section 7.02(b) waiting period under the HSR Act has not expired or been terminated, then the Termination Date shall not be available to any party whose breach of any representationDecember 31, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)2006.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers Merger shall not have not been consummated on or before April 30prior to 5:00 p.m., 2020 Eastern Time, on March 15, 2019 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company by action of the Parent Board or the Company Board, respectively, at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers have not been consummated on or before April 30December 23, 2020 2019 (the “End Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Outside Date; and provided, further, however, that, in the event that a request for additional information has been made by any Governmental Entity, or in the event that the Form S-4 shall have not yet been declared effective by the date which is 60 days prior to the Outside Date, then either the Company or Parent shall be entitled to extend the Outside Date for up to an additional 120 days by written notice to the other party; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Mergers, the Holdco Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company Common Stockholders for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if this Agreement and the applicable transactions contemplated hereby have been submitted to the stockholders of Parent for adoption and approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt of the Requisite Company Vote):Stockholder Approval, by action of the respective boards of directors of either Parent or the Company (or, in the case of paragraph (c) below, by them jointly) if: (a) if the Mergers Merger shall not have not been consummated by 11:59 p.m., New York City time on or before April 30June 26, 2020 2013 (such date, the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, or resulted in, primarily caused the failure of the Mergers Merger to be consummated occur on or before prior to such date; provided, further, that if on the End Termination Date;, the condition to Closing set forth in either Section 7.1(b) or Section 7.1(c) (but for purposes of Section 7.1(b) only if such restraint, enjoinment or prohibition is attributable to an Antitrust Law) shall not have been satisfied, but all other conditions to Closing shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at Closing), then the Termination Date may be extended by either Parent or the Company to a date and time not later than 11:59 p.m., New York City time on September 26, 2013; provided, further, that if the Marketing Period has commenced less than 21 calendar days prior to the Termination Date as defined above, the Termination Date shall be extended to a date which is one Business Day following the final day of the Marketing Period. (b) if any Governmental Entity of competent jurisdiction shall have enactedOrder restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order Merger shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; ornon-appealable. (c) if this Agreement has been submitted to the stockholders by written election of both Parent and the Company for adoption at delivered to each other during the five days after the occurrence of a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Litigation Trigger Event.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April 30the date that is one hundred twenty (120) days after the date hereof (such date or such later date, 2020 (if any, as is provided in the second proviso to this Section 7.02(a), the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; provided further, that the End Date may be amended by mutual agreement of the parties pursuant to Section 7.07 of this Agreement; provided further, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party during the pendency of a legal proceeding by any party for specific performance pursuant to Section 8.13; (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this AgreementTransactions, and such Law or Order shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.02(b) shall have complied with its obligations under Section 5.09(a) to avoid the entry of any such Law or Order; provided further, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Merger shall not have been consummated by the Termination Date (as defined below), whether such date is before or after the date of approval by the stockholders of the Company; (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; PROVIDED, HOWEVER, that if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days after the date of such vote, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Parent); provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) above shall not be available to Parent until ninety (90) Business Days following any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the End Date occurrence of the failure of the Merger to be consummated. For purposes hereof, the "TERMINATION DATE" shall be July 24, 2001; provided, however, that if the Form Merger shall have not been consummated by July 24, 2001 solely by reason of the S-4 has Registration Statement not having been declared effective under the Securities Act as of Act, the End DateTermination Date shall be September 24, 2001; provided further, however, that in the right event that the S-4 Registration Statement is permitted to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been declared effective under the cause of, or resulted inSecurities Act without prior SEC review, the failure of the Mergers to Termination Date shall be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enactedApril 24, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)2001.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned by action of the Board of Directors of either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): if: (a) if the Mergers Merger shall not have not been consummated on or before April 30by March 31, 2020 (the “End Date”); provided1999, however, provided that the right to terminate this Agreement pursuant to under this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aa) shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, of or resulted in, in the failure of the Mergers Merger to be consummated occur on or before such date, and provided, further, that in the End Date; event that the failure of the Merger to occur on or before March 31, 1999 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c) or 8.2(e) to be satisfied or waived prior to March 31, 1999, either Parent or the Company may extend such date to June 30, 1999 and, if such conditions have not been satisfied or waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of being satisfied by such date), (b) if any Governmental Entity court of competent jurisdiction in the United States or Governmental Body in the United States shall have enactedissued an order, issueddecree or ruling or taken any other action permanently restraining, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, Merger and such Law order, decree, ruling or Order other action shall have become final and nonappealable; provided, however(c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or prior to March 31, that the right to terminate 1999, or (d) this Agreement pursuant and the transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or prior to March 31, 1999. In addition, this Section 7.02(bAgreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Stockholders shall have breached any of their representations, covenants or obligations under the Voting Agreement in any material respect and such breach shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)curable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned (i) by action of the Board of Directors of either Parent or the Company if the Merger shall not have been consummated by September 30, 1998, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) by action of the Board of Directors of Parent, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the Board of Directors of the Company, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, (iv) by action of the Board of Directors of the Company at any time after 180 days from the date hereof, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the Effective Time time of such meeting any Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (v) by action of the Board of Directors of either -50- 57 Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Parent); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either the Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April September 30, 2020 2022 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party Party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the issuance of the Merger Consideration, or the other transactions contemplated by this Agreementhereby, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party Party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company Securityholders for adoption at a duly convened Company Stockholders Shareholder Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Shareholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the number of Dissenting Shares that are the subject of Appraisal Demand Notices that have not been withdrawn exceeds 5% of the total number of shares of the Company Shares issued and outstanding.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April 30, 2020 twelve (12) months after date of agreement (the “End Date”); provided that if, prior to the End Date, all of the conditions to the Closing set forth in ARTICLE VI have been satisfied or waived, as applicable, or, with respect to those conditions that by their terms are to be satisfied at the Closing, shall then be capable of being satisfied (except for any condition set forth in Section 6.01(b), Section 6.01(c) or Section 6.01(d)), either the Company or Parent may, prior to 5:00 p.m. New York City time on the End Date, extend the End Date to a date that is six (6) months after the End Date (and if so extended, such later date being the End Date); provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following or extend the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party Party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, however, that a Party shall not have the right to terminate this Agreement pursuant to this Section 7.02(c) if the non-satisfaction of the condition in Section 6.01(a) primarily resulted from the failure of that party to perform, in any material respect, its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the Company Board if: (a) the Merger shall not have been consummated by January 20, 2015 (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, if on such Termination Date all of the conditions to Closing set forth in Section 7.1 and Section 7.2 shall have been satisfied or waived other than (i) the conditions set forth in Section 7.1(b), (ii) the conditions set forth in Section 7.1(c) (as they relate to the conditions set forth in Section 7.1(b)) and (iii) those conditions that are by their nature to be satisfied at the Closing, then the termination date shall be extended from January 20, 2015 to June 22, 2015 (in the case of any such extension, such date shall then be the “Termination Date”); provided further that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the failure of the party seeking to terminate or extend this Agreement, as the case may be, to perform in any material respect any of its obligations under this Agreement; (b) the Stockholders Meeting shall have been held and completed (after giving effect to any adjournment or postponement thereof) and the Requisite Company Vote shall not have been obtained at such Stockholders Meeting; or (c) any Order or Prohibitive Law of the type set forth in clauses (i) - (iii) of Section 7.1(c) shall have become final and non-appealable (whether before or after the receipt of time the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Vote is obtained); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(c) shall not be available to any party whose breach of any representationif the enactment, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Order or Prohibitive Law, or the Order or Prohibitive Law or Order; or (c) if this Agreement has been submitted becoming final and non-appealable, was primarily due to the stockholders failure of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, party to perform in which case at the final adjournment or postponement thereof)any material respect any of its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (whether before by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Mergers Closing shall not have not been consummated occurred on or before April January 30, 2020 2019 (as it may be extended from time to time by the mutual written consent of the Company and Parent, the “End Outside Date”); provided, however, that any termination of this Agreement pursuant to this Section 9.2(a) shall be deemed a termination of this Agreement pursuant to Section 9.4(b) or Section 9.4(c), as the case may be, if, at the time of such termination, Parent is permitted to terminate this Agreement pursuant thereto; provided, further, that if a party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date has not yet passed, and the Outside Date occurs during the pendency of such Action, the Outside Date shall automatically be extended by the amount of time during which such Action is pending, plus 20 Business Days; (b) the Requisite Stockholder Vote shall not have been obtained at the Company Stockholders Meeting or at any postponement or adjournment thereof taken in accordance with this Agreement (and such meeting shall have concluded, including if such meeting was concluded without a vote to obtain the Requisite Stockholder Approval having occurred, subject to the Company’s right to adjourn the Company Stockholders Meeting in accordance with Sections 7.4(b)(ii) and/or (iii)); provided, however, that any termination of this Agreement pursuant to this Section 9.2(b) shall be deemed a termination of this Agreement pursuant to Section 9.4(b) if, at the time of such termination, Parent is permitted to terminate this Agreement pursuant thereto; or (c) any Order permanently enjoining or otherwise permanently prohibiting consummation of the Merger shall become final and non-appealable; provided, further, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 7.02(a9.2(c) shall not be available if such Order is the result of a failure of such party to Parent until ninety (90) Business Days following comply with its covenants and obligations under, or in the End Date if the Form S-4 has not been declared effective under the Securities Act as case of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, representations or agreement warranties of such party set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or (upon notice from the Company terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if (a) the Merger shall not have been consummated by October 31, 2004, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): (a) if and the Mergers have not been consummated on or before April 30, 2020 Parent (the “End Date”"TERMINATION DATE"); provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aa) shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, or resulted in, proximately contributed to the failure of the Mergers Merger to be consummated on or before by the End Termination Date; , (b) if the approval of (i) the Merger Proposal or Recapitalization Proposal by the stockholders of the Company entitled to vote thereon shall not have been obtained at the Company Special Meeting or at any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforcedduly held adjournment or postponement thereof, or entered (ii) the Issuance by the stockholders of Parent shall not have been obtained at the Parent Special Meeting or any Law duly held adjournment or Order making illegalpostponement thereof, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, howeverPROVIDED, that the right to terminate this Agreement pursuant to this Section 7.02(bclause (b) shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been proximately contributed to the cause offailure to obtain such approval of the stockholders, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has the approval of the Note Cancellation by the holders of Company Notes shall not have been submitted to obtained or (d) any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofParent).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of either the Company Board or the board of directors of Parent if: (a) the Merger shall not have been consummated by July 31, 2018 (the “Outside Date”), whether such date is before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a); provided, that (i) if one or more of the conditions to closing set forth in Section 8.1(b) or Section 8.1(c) have not been satisfied or waived on or prior to such date but all other conditions to closing set forth in Article VIII shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then be capable of being satisfied if the Closing were to take place on such date), then the Outside Date shall be automatically extended no more than three times in the aggregate, each time by a period of one month or (ii) if the Marketing Period has commenced but not yet been completed (or would have commenced, but for clause (A) of the proviso in the definition of “Marketing Period”) at the time of the Outside Date, the Outside Date shall be extended until three Business Days after the final date of the Marketing Period (and in the case of any extension pursuant to this proviso, any reference to the Outside Date in any other provision of this Agreement shall be a reference to the Outside Date, as extended); (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 8.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment, recess or postponement of the Stockholders Meeting taken in accordance with this Agreement; or (i) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable or (ii) any Law will have been enacted, entered, enforced or deemed applicable to the Merger that prohibits, makes illegal or enjoins the consummation of the Merger (in the case of each of clauses (i) and (ii) whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 8.1(a); provided, however, ). provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.2 shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the primary cause of, or resulted in, of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):Company: (a) if the Mergers have Offer Acceptance Time has not been consummated occurred on or before April 3011:59 p.m., 2020 New York City time, on October 7, 2022 (the “End Termination Date”); provided, howeverthat the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement seeking to terminate if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure of the Offer Acceptance Time to occur on or before the Termination Date (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso); (b) any Governmental Authority of competent jurisdiction shall have issued a final, non-appealable Law or Order, in each case permanently restraining, enjoining or otherwise prohibiting the Merger or the consummation of the Offer or making the consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited; provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(b) shall not be available to any party whose to this Agreement (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing proviso) seeking to terminate if the breach by such party of any representation, warranty, covenant, or agreement its representations and warranties set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers such party to be consummated on perform any of its covenants, obligations or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in agreements under this Agreement has been the a principal cause of, of or resulted in, in the issuance, promulgation, enforcement, or entry issuance of any such final, non-appealable Law or Order; or (c) if the Offer shall have expired pursuant to its terms (including any extensions thereof required or permitted pursuant to Section 1.1(d)) and the terms of this Agreement without Merger Sub having irrevocably accepted for payment the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer in accordance with this Agreement solely as a result of the failure of the Minimum Condition to be satisfied; provided, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to any party to this Agreement seeking to terminate if the breach by such party of its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants, obligations or agreements under this Agreement has been submitted to a principal cause of or resulted in the stockholders non-satisfaction of the Company Minimum Condition (it being understood that Parent and Merger Sub shall be deemed a single party for adoption at a duly convened Company Stockholders Meeting and purposes of the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofforegoing proviso).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or terminated, and the Company Offer and the Merger may be abandoned, at any time prior to the Effective Time (whether before Acceptance Time, by Parent or after the receipt of the Requisite Company Vote):if: (a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, however, that the right to terminate pursuant to this Section 8.2(a) shall not be available to any party if the Mergers have issuance of such order, decree, ruling, or other action was primarily caused by the failure of such party to perform any of its obligations under this Agreement; (b) the Acceptance Time has not been consummated occurred on or before April 30prior to February 28, 2020 2022 (the “End Outside Date”); provided, however, that at any time in the five (5) Business Days prior to the Outside Date, if as of such time any of the Offer Conditions set forth in Paragraphs 1(b), 1(c) or 1(d) of Annex I (with respect to Paragraphs 1(c) and 1(d), solely to the extent that such restraint or Action arises under the HSR Act or any Antitrust Law listed on Annex IV) to this Agreement (Regulatory) are not satisfied, then Parent may (in its sole discretion) extend the Outside Date until July 15, 2022 upon written notice thereof to the Company (and such date will then be the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(b) shall not be available to any party whose breach failure to fulfill any of any representation, warranty, covenant, or agreement set forth in its obligations under this Agreement has been the primary cause of, or resulted in, of the failure of the Mergers Acceptance Time to be consummated have occurred on or before prior to the End Outside Date;, including Section 6.6; or (bc) if any Governmental Entity the Offer has expired (and not been extended in compliance with this Agreement in the case of competent jurisdiction shall have enacteda termination by Purchaser) or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting in compliance with this Agreement in the consummation case of the Mergers or the other transactions contemplated a termination by this Agreement, and such Law or Order shall have become final and nonappealablePurchaser; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(c) shall not be available to any party whose breach failure to fulfill any of any representation, warranty, covenant, or agreement set forth in its obligations under this Agreement has been the primary cause of, or resulted in, of the issuance, promulgation, enforcement, or entry failure of any such Law or Order; or (c) if this Agreement has been submitted acceptance for purchase of the Shares pursuant to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting Offer and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at be available if the final adjournment or postponement thereofterminating party can then also terminate pursuant to Section 8.2(b).

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated by either Parent or the Company this Agreement may be abandoned at any time prior to the Effective Time (whether before by Parent or after the receipt of the Requisite Company Vote):if: (a) the Amalgamation shall not have occurred by 5:00 p.m., New York time, on October 14, 2006; provided that, if all conditions to the Mergers obligations of the parties set forth in Article VIII (other than (i) the conditions set forth in Sections 8.01(b), 8.01(c) and 8.02(d) and (ii) conditions that are to be satisfied at the Closing) have been satisfied or waived prior to such date, then the right to terminate this Agreement pursuant to this Section 9.02(a) shall not been consummated be available to any party until 5:00 p.m., New York time, on or before April 30March 14, 2020 2007 (the “End "Final Termination Date”"); (b) the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; providedor (c) (i) any Governmental Authority of the United States, howeverthe Netherlands, or the European Commission Directorate General for Competition shall have issued or adopted a final Law, Order or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such Law, Order or other action is or shall have become final and nonappealable or (ii) any other Governmental Authority shall have issued or adopted a final Law, Order or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and consummation of the transactions contemplated hereby in violation of such prohibition would reasonably be expected to have a Company Material Adverse Effect and/or Modified Parent Material Adverse Effect; provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.02 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been or the cause of, or resulted in, Amalgamation Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Amalgamation to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by November 30, 1999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than January 31, 2000, (ii) the Stockholders Meeting shall have been convened and the adoption referred to in Section 7.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Merger shall become final and non-appealable (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”adoption referred to in Section 7.1(a)); provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 8.2 and, provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (iii) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement that has been the breached its covenant to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause of, or resulted in, the failure of the Mergers such Order to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)lifted.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) the Merger shall not have been consummated by November 13, 2013, whether such date is before or after the receipt date of adoption of this Agreement by the shareholders of the Requisite Company Vote): referred to in Section 8.01(a) (a) if the Mergers have not been consummated on or before April 30such date, 2020 (the “End Termination Date”); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a9.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the cause of, or resulted in, (including Section 1.02) results in the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealabletime; provided, howeverfurther, that neither Parent nor the right Company shall be entitled to terminate this Agreement pursuant to this Section 7.02(b9.02(a) at any time after a Closing Failure Notice shall have been given; (b) the Shareholders Meeting shall have been held and adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a) shall not be available to have been obtained upon a vote thereon at such Shareholders Meeting or at any party whose breach of any representation, warranty, covenant, adjournment or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Orderpostponement thereof; or (c) if any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company, Parent, the Guarantors or any of Parent’s or the Guarantors’ respective Affiliates has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement has been submitted to by the stockholders shareholders of the Company for adoption at a duly convened Company Stockholders Meeting and referred to in Section 8.01(a)); provided, that the Requisite Company Vote terminating party shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)complied with its obligations under Section 7.05.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the transactions contemplated by either Parent or the Company this Agreement may be abandoned, at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt shareholders of the Requisite Company Vote):Company) by either Parent or the Company: (a) if the Mergers Offer Closing shall not have not been consummated occurred on or before April 30, 2020 (the “End Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Mergers Offer Closing to be consummated have occurred on or before the End Outside Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, restraining, preventing or otherwise permanently prohibiting the consummation of the Mergers Offer or the Merger or the other transactions contemplated by this Agreementhereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; or (c) if if, prior to the Offer Closing, the Expiration Time (as it may be or may be required to be extended under Section 1.01(e)) has occurred and not all of the Offer Conditions have been satisfied or waived; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(c) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been submitted the proximate cause of, or resulted in, the failure of any of the Offer Conditions to have been satisfied or waived as of or prior to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Expiration Time.

Termination by Either Parent or the Company. (a) This Agreement may be terminated by and the Amalgamation may be abandoned at any time prior to 11:59 p.m. (Oslo, Norway time) on March 28, 1999 if either the Parent or the Company shall determine, in either case in such party's sole discretion, that its due diligence review of the other party has not been satisfactory. (b) This Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Amalgamation shall not have been consummated by September 30, 1999, whether such date is before or after the date of approvals by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that if an Acquisition Proposal has been made by any Person prior to the time of such vote, the Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days from the date of such vote or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Amalgamation shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Company); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Amalgamation to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by June 30, 2004, whether such date is before or after the date of approval of the Merger by the Company Requisite Vote (the "Termination Date"); provided, however, that if either Parent or the Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond August 31, 2004; (b) the Company Requisite Vote and Parent Requisite Vote shall not have been obtained at the Company Stockholder Meeting or Parent Stockholder Meeting, respectively, or at any adjournment or postponement thereof; (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval of the Merger by the Company Requisite Company Vote):); or (ad) if any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the Mergers conditions set forth in Sections 8.1(b), 8.1(d) and 8.2(f), as applicable, and such denial of a request to issue such order, decree or ruling or take such other action shall have not been consummated on or before April 30, 2020 (the “End Date”)final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned (i) by action of the Board of Directors of either Parent or the Company if the Merger shall not have been consummated by September 30, 1998, whether such date is before or after the date of approval by the shareholders of the Company (the "TERMINATION DATE"), (ii) by action of the Board of Directors of Parent, if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any time adjournment or postponement thereof, (iii) by action of the Board of Directors of the Company, if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the Effective Time time of such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its shareholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (iv) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Parent); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Closing, whether before or after the receipt of (except as otherwise provided below) the Requisite Company Vote):Vote shall have been obtained, by action taken or authorized by Parent or the Company by action of its Board of Directors if: (a) if the Mergers Closing shall not have not been consummated by 5:00 p.m. Eastern time on or before April 30, 2020 (the “End Date”, whether such date is before or after the date of the adoption of this Agreement by the Stockholders; provided, however, that the right to terminate this Agreement under this Section 7.02(a) shall not be available to (i) any party whose breach of any covenant or obligation under this Agreement has been the proximate cause of, or resulted in, the failure of the Closing to occur prior to the End Date, and (ii) the Company if, at the time of any such intended termination by the Company, either Parent or the Company shall be entitled to terminate this Agreement pursuant to Section 7.02(b); (b) the Requisite Company Vote shall have failed to have been obtained at the Stockholders Meeting (after giving effect to all adjournments or postponements thereof at which this Agreement has been voted upon); or (c) if (i) any Order of any Authority having competent jurisdiction is entered enjoining the Company, Parent or Merger Sub from consummating the Merger and such Order has become final and non-appealable, or (ii) if there shall be any Law that makes the consummation of the Merger illegal or otherwise prohibited (unless the consummation of the Merger in violation of such Law would not have a Company Material Adverse Effect) and, prior to termination pursuant to this Section 7.02(c), the terminating party shall have complied in all material respects with its obligations under Section 5.09; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.02(c) shall not be available to any party hereto whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been is the primary cause of, of the imposition of any such Order or resulted in, the failure of the Mergers such Order to be consummated on resisted, resolved or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enactedlifted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)as applicable.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by August 31, 1999, whether such date is before or after the date of approval of the Merger by the Company Requisite Vote (the "Termination Date"); provided, however, that if any condition of Closing set forth in Section 7.1 that remains reasonably capable of satisfaction has not been fulfilled or waived prior to August 31, 1999, the Termination Date shall be automatically extended to September 30, 1999; provided further that if any such condition has not been fulfilled or waived prior to the Termination Date, as so extended, the Company and Parent shall negotiate in good faith an additional extension of the Termination Date, taking into consideration all relevant factors; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof; or (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval of the Merger by the Company Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 9.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt stockholders of the Requisite Company VoteCompany): (a) if the Mergers have Merger has not been consummated on or before April 30May 14, 2020 2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; provided, further, however, that if the Commitment End Date is extended pursuant to Section 6.11(e), then the End Date shall also be extended by the number of days that the Commitment End Date is extended; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval of this Agreement by the receipt of the Requisite Company VoteStockholders): (a) if the Mergers have Merger has not been consummated on or before April 30March 31, 2020 2022 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party Party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, conditions set forth in Section 6.4 and Section 7.4 is not satisfied and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party Party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Orderfailure to satisfy the conditions set forth in Section 6.4 and Section 7.4; or (c) if this Agreement has been submitted to the stockholders of the Company Stockholders for adoption at a duly convened Company Stockholders Stockholder Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such the Company Stockholders Stockholder Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Requisite Company Vote.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger may be abandoned: (i) by action of the Board of Directors of either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers Common Shares have not been consummated accepted for payment pursuant to the Offer on or before April 30prior to March 4, 2020 2001 (the “End Date”"TERMINATION DATE"), (ii) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, (iii) by action of the Board of Directors of Parent if the Company Board shall have withdrawn, changed or modified (including by amendment of its Schedule 14D-9), in any such case in a manner adverse to Purchaser or Parent, its approval or recommendation contemplated by Section 1.3(a); providedPROVIDED, howeverHOWEVER, that any public statement by the Company that (A) it has received an Acquisition Proposal or otherwise taken any action permitted by Section 5.3(a) or (B) otherwise describes the operation of the provisions of this Agreement relating to an Acquisition Proposal, termination, the Company Board's approval or recommendation of this Agreement or the transactions contemplated hereby, shall not, in and of themselves, be deemed to be a public proposal to withdraw, change or modify the Company Board's approval or recommendation for the purposes of this clause (iii), (iv) by action of the Board of Directors of Parent, if, due to an occurrence or circumstance that would result in a failure to satisfy any of the Tender Offer Conditions, Purchaser shall have (A) failed to commence the Offer within the time period prescribed in Section 1.1(a), (B) terminated the Offer without having accepted any Common Shares for payment thereunder, or (C) failed to pay for Common Shares pursuant to the Offer by the Termination Date, unless, in each case, such failure to satisfy any of the Tender Offer Conditions shall have been caused by or resulted from a material breach of any of Parent's or Purchaser's representations, warranties or covenants contained in this Agreement, (v) by action of the Company Board, (A) if, due to an occurrence or circumstance that would result in a failure to satisfy any of the Tender Offer Conditions, Pur- chaser shall have (x) failed to commence the Offer within the time period prescribed in Section 1.1(a), (y) terminated the Offer without having accepted any Common Shares for payment thereunder, or (z) failed to pay for Common Shares pursuant to the Offer by the Termination Date, unless, in each case, such failure to satisfy any of the Tender Offer conditions shall have been caused by or resulted from a material breach of any of the Company's representations, warranties or covenants contained in this Agreement or (B) in the event of either (x) a breach by Parent or Purchaser of any representation or warranty contained herein ((determined without giving effect to any qualifications as to "Parent Material Adverse Effect," "material" or similar qualifications), and excluding those where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to "Parent Material Adverse Effect," "material" or similar qualifications) would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect), which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent of such breach; or (y) a material breach by Parent or Purchaser of any of its covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent, or (vi) by action of the Company Board, in accordance with all the requirements of Section 5.3(b); PROVIDED, that the right to terminate this Agreement pursuant to this Section 7.02(aclause (i) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) above shall not be available to any party whose that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Offer to be consummated prior to the Termination Date, and PROVIDED, FURTHER, that this Agreement may not in any event be terminated except pursuant to clause (ii) above, at any time after Purchaser shall have accepted Common Shares for payment pursuant to the Offer. (b) This Agreement may also be terminated and the Merger may be abandoned, by action of the Board of Directors of Parent taken and specific notice of which is given to the Company on or prior to June 30, 2000, if the Special Representations (as defined below) shall not be true and correct (without giving effect to any qualifications as to "Special Company Material Adverse Effect," "material" or similar qualifications) at any time on and after the date hereof and prior to June 30, 2000 as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of an earlier or different date, and except for changes contemplated or permitted by the terms hereof) except, in either case, where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to "Special Company Material Adverse Effect," "material" or similar qualifications) would not, in the aggregate, have a Special Company Material Adverse Effect, and provided that such breach cannot be or has not been cured within 20 days after the giving of any representationwritten notice to the Company of such breach or of an attempted termination pursuant to this Section 7.2(b) (and no such attempted termination shall be effective unless such cure period shall have expired without the cure of the alleged basis for such termination). For the purposes of this Section 7.2(b), warrantythe Company hereby represents and warrants to Parent that, covenantexcept as set forth in the Company Disclosure Letter, the representations and warranties set forth in Section 4.1(a), (b) (as to the final three sentences only), (d)(ii), (e)(ii), (f), (h), (i), (j), (k), (m), (n), (p), (q) or agreement (s)(ii) or (iii), are true and correct, MUTATIS MUTANDIS and subject to the other rules of interpretation set forth in this Agreement has been Section 7.2(b), as if each reference therein to "the cause ofCompany" or "the Company and its Subsidiaries" or any similar reference were instead to "the Special Subsidiaries" (as defined below). For the purposes of this Section 7.2(b), or resulted in, such representations and warranties shall be called the failure "SPECIAL REPRESENTATIONS." For the purposes of the Mergers Special Representations (x) all references to Company Material Adverse Effect in the Company Representations shall be considered to be consummated references to Special Company Material Adverse Effect and (y) all requirements that any matter be listed, set forth or enumerated on the Company Disclosure Letter shall be disregarded, and no failure to provide any otherwise required disclosure shall constitute a breach or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation violation of the Mergers or the other transactions contemplated by this Agreement, Special Representations (but all limitations and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement qualifications set forth in this Agreement has been the cause of, or resulted inCompany Disclosure Letter shall be given full effect). For the purposes hereof, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to following terms shall have the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).following meanings:

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if: (a) the Closing shall not have occurred by May 22, 2022 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, that if as of the Termination Date all of the conditions set forth in Article VII, other than any of the conditions set forth in Sections 7.1(b) or 7.1(c) (to the extent the failure of such conditions arises from or relates to Antitrust Laws), shall have been satisfied or waived (to the extent permitted), or shall be capable of being satisfied at such time, then either the Company or Parent may, in its respective sole discretion, elect to extend the Termination Date for a period of three (3) months (the “Extended Termination Date” and, if so extended, the Extended Termination Date then shall be the “Termination Date”) by delivering written notice to the other party no later than such then-scheduled Termination Date, it being agreed that there shall be no more than two (2) such extensions of the Termination Date (not to exceed twelve (12) months after the date of this Agreement) pursuant to this Section 8.2(a); provided, further, however, that a party shall not be entitled to extend the Termination Date pursuant to this Section 8.2(a) if such party’s breach of or failure to perform its obligations under this Agreement materially contributed to, or resulted in, the failure to consummate the transactions contemplated hereby by the Termination Date; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred at the Company Stockholders Meeting, or at any adjournment or postponement thereof, at which a vote upon the adoption of this Agreement was taken; or (c) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement shall have become final and non-appealable, whether before or after the receipt adoption of this Agreement by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a); providedprovided that, howeverin each case, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, in any manner that shall have proximately caused or resulted in, in the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or Merger and the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right hereby to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):Time: (a) if the Mergers Closing shall not have not been consummated occurred on or before April June 30, 2020 2019 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to (x) Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement of Parent or the Merger Sub set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Closing to be consummated occur on or before the End Date or (y) the Company if the breach of any representation, warranty, covenant, or agreement of an FT Stockholder or the Company set forth in this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the End Date;; or (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, Parent Stock Issuance, or the other transactions contemplated by this AgreementTransactions, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b7.2(b) shall not be available to any party whose (i) Parent if the breach of any representation, warranty, covenant, or agreement of Parent or the Merger Sub set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order or (ii) the Company if the breach of any representation, warranty, covenant, or agreement of an FT Stockholder or the Company set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Parent Vote): (a) if the Mergers have Merger has not been consummated on or before April 30March 21, 2020 2021 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, the REP 2021 LTIP or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if the proposal for the approval and adoption of this Agreement and the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, the REP 2021 LTIP has been submitted to the stockholders of the Company Parent for adoption at a duly convened Company Stockholders Meeting approval and the Requisite Company Parent Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned: (a) by action of the Board of Directors of either Parent or the Company at any time if the Merger has not occurred on or prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 3012, 2020 2001 (the “End Date”"TERMINATION DATE"); providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aa) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in that has breached its obligations under this Agreement has been in any manner that shall have contributed to the cause of, or resulted in, occurrence of the failure of the Mergers Merger to be consummated on or before prior to the End Termination Date; (b) by action of the Board of Directors of either Parent or the Company if any Governmental Entity of competent jurisdiction shall have enactedOrder permanently restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order Merger shall have become final and nonappealablenon-appealable; (c) by action of the Board of Directors of Parent if the Company Board shall have withdrawn, changed or modified (including by amendment of its Schedule 14A), in any such case in a manner adverse to Parent, its approval or recommendation contemplated by Section 4.3(a); providedPROVIDED, howeverHOWEVER, that any public statement by the right to terminate Company that (A) it has received an Acquisition Proposal or otherwise taken any action permitted by Section 4.3(a) or (B) otherwise describing the operation of the provisions of this Agreement pursuant relating to an Acquisition Proposal, termination, the Company Board's approval or recommendation of this Section 7.02(bAgreement or the transactions contemplated hereby, shall not, in and of themselves, be deemed to be a public proposal to withdraw, change or modify the Company Board's approval or recommendation for the purposes of this clause (c); (d) shall by action of the Board of Directors of Parent, in the event of either: (i) a breach by the Company of any representation or warranty made herein by the Company as of the date hereof (determined without giving effect to any qualifications as to "Company Material Adverse Effect" contained in such representation or warranty) which breach, individually or together with all other breaches of representations and warranties made by the Company as of the date hereof, involves a liability or liabilities, or results in or could reasonably be expected to result in losses, damages, liabilities or diminution in value of the Company, in excess of $350,000. (ii) a breach by the Company of any representation or warranty made herein by the Company as of the Effective Time (determined without giving effect to any qualifications as to "Company Material Adverse Effect," "material adverse effect," "material" or similar qualifications contained in such representation or warranty), which breach would, individually or together with all other breaches of representations and warranties made by the Company as of the Effective Date, be reasonably likely to have a Termination Material Adverse Effect; (iii) a breach by the Company of any of its covenants or agreements contained in Sections 4.1 through 4.5 or Sections 4.7 through 4.12, which breach cannot be available or has not been cured within 20 days after the giving of written notice to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or OrderCompany; or (civ) if this Agreement a material breach by the Company of any of its covenants or agreements contained herein (other than Sections 4.1 through 4.5 and Sections 4.7 through 4.12), which breach cannot be or has not been submitted cured within 20 days after the giving of written notice to the stockholders Company; (e) by action of the Board of Directors of Parent, if the number of Dissenting Shares equals or exceeds five percent (5%) of the issued and outstanding stock of the Company; (f) by action of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponedBoard, in the event of either (x) a breach by Parent of any representation or warranty made herein by Parent (determined without giving effect to any qualifications as to "material adverse effect," "material" or similar qualifications contained in such representation or warranty) which case at breach would, individually or in the final adjournment aggregate, be reasonably likely to have a material adverse effect on Parent; or postponement thereof(y) a breach by Parent of any of its covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent; or (g) by action of the Company Board, in accordance with all the requirements of Section 4.3(b).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company VoteStockholder Approval): (a) if the Mergers have Merger has not been consummated on or before April 30the nine (9)-month anniversary of this Agreement (as may be extended in accordance with this Section 7.2(a), 2020 (the “End Date”); provided that, if the Closing shall not have occurred prior to such date as a result of any Required Regulatory Authorization not having been obtained, such End Date may be extended by either Parent or the Company on only one (1) occasion for a period of three (3) months by written notice to the other party no later than ten (10) Business Days prior to the then existing End Date, and such date as so extended shall be the End Date; provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this AgreementTransactions, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b7.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote Stockholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if a CFIUS Turndown has occurred.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other party) and the Merger may be abandoned at any time prior to the Closing by either Parent or the Company at any time prior to if (a) the Effective Time (Merger shall not have been consummated by June 30, 2006, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(aa) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been the cause of, or resulted in, results in the failure of the Mergers Merger to be consummated on or before by the End Termination Date; ; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation approval of the Mergers Merger Proposal by the stockholders of the Company shall not have been obtained upon a final vote taken at the Special Meeting or the other transactions contemplated by this Agreement, and such Law at any duly held adjournment or Order shall have become final and nonappealablepostponement thereof; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(bclause (b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in provision of this Agreement has been results in the cause offailure to obtain such approval of the stockholders, or resulted inand provided further, that the issuance, promulgation, enforcement, or entry of any such Law or Order; or right to terminate pursuant to this clause (cb) if this Agreement has been submitted shall not be available to the Company until two days following the date on which the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and failed to approve the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case Merger Proposal at the final Special Meeting (or at any duly held adjournment or postponement thereof) if prior thereto the Company Board shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of this Agreement, or (following the public announcement by a third party of an Alternative Proposal) failed to reconfirm its recommendation of this Agreement within three business days after written request by Parent to do so; or (c) any order, decree or ruling by any court of competent jurisdiction in the United States or other Governmental Entity in the United States permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by February 22, 2002, whether such date is before or after the receipt date of approval of the Merger by the Company Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 Vote (the “End "Termination Date”"); provided, however, that if either Parent or the right Company reasonably determines in good faith that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to obtained from any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted inGovernmental Entity, the failure of Termination Date may be extended by Parent or the Mergers Company from time to be consummated on or before time by written notice to the End Dateother party to a date not beyond March 29, 2002; (b) if the Company Requisite Vote shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof; (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of the Merger by the Company Requisite Vote); or (d) any Governmental Entity of competent jurisdiction shall have enactedfailed to issue an order, issueddecree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b) and 7.2(e), promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreementas applicable, and such Law denial of a request to issue such order, decree or Order ruling or take such other action shall have become been final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of in any such Law or Order; or (c) if this Agreement has been submitted manner that shall have proximately contributed to the stockholders occurrence of the Company for adoption at a duly convened Company Stockholders Meeting and failure of the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after notwithstanding any approval and authorization of this Agreement by the receipt shareholders of the Requisite Company VoteCompany): (a) if the Mergers have Merger has not been consummated on or before April 30June 7, 2020 2018 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a9.2(a) shall not be available to any party Party whose breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement has been results in, or was the primary cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, enforced or entered any Law Legal Requirement that remains in effect (other than the application to the Transactions of applicable waiting periods under the HSR Act or Order other Antitrust Legal Requirements) or order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this AgreementTransactions, and such Law Legal Requirement or Order order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders shareholders of the Company for adoption approval and authorization at a duly convened Company Stockholders Shareholder Meeting and the Requisite Company Vote Shareholder Approval shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final including any adjournment or postponement thereof) provided, however, that: (A) a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) if the failure of such Company Shareholder Approval to be obtained is directly attributable to a failure, on the part of the Party seeking to terminate this Agreement, to perform in any material respect any covenant in this Agreement required to be performed by such Party at or prior to the Effective Time or the material breach of such Party’s representations and warranties; and (B) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.2(c) unless the Company shall have made any payment required to be made to Parent pursuant to Section 9.6(a)(iii).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers have Asset Acquisition has not been consummated on or before April 30December 31, 2020 2021, (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or a contributing factor that resulted in, the failure of the Mergers Asset Acquisition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Asset Acquisition, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; ornon-appealable; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval and the Requisite Parent Vote shall not have been obtained.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April 30October 31, 2020 2019 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company (acting through the Special Committee, if then in existence) if (a) the Merger shall not have been consummated by November 30, 2007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if Parent or the Company determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Governmental Entity, the Termination Date may be extended to a date not beyond February 29, 2008 (the “Termination Date”) if either Parent or the Company notifies the other party in writing on or prior to November 30, 2007, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, (c) the board of directors of the Company (upon the recommendation of the Special Committee, if then in existence) or the Special Committee shall have made a Change of Recommendation or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”referred to in Section 7.1(a)); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote): (a) if the Mergers have Merger has not been consummated on or before April 30September 15, 2020 2021 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or primarily factor that resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the a contributing cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by the Company or Parent if: (a) the Merger shall not have been consummated by September 16, 2016, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if the Company or Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Governmental Entity, upon written notice thereof to the other parties, the Termination Date will be extended without any additional action by the parties to a date not beyond December 16, 2016 (as it may be extended, the “Termination Date”); or (b) the due adoption of this Agreement by the stockholders of the Company constituting the Requisite Stockholder Approval shall not have been obtained by the Termination Date; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the receipt adoption of this Agreement by the stockholders of the Company constituting the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End Date”Stockholder Approval); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) 8.2 shall not be available to any party whose breach of that has breached in any representation, warranty, covenant, or agreement set forth in material respect its obligations under this Agreement has been in any manner that shall have proximately caused the cause of, or resulted in, occurrence of the failure of the Mergers a condition to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Merger.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by June 30, 2001 whether such date is before or after the receipt date of approval of the Merger by the Company Requisite Company Vote): (a) Vote or, if required, of the Mergers have not been consummated on or before April 30, 2020 Share Issuance by the Parent Requisite Vote (the “End "TERMINATION Date”"); provided, however, that if either Parent or the right Company determines that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond 60 days after above date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof; (c) if the Parent Requisite Vote is required, the Parent Requisite Vote shall not have been obtained at the Parent Stockholder Meeting or at any adjournment or postponement thereof; or (d) any order of a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of the Merger by the Company Requisite Vote or, if required, of the Share Issuance by the Parent Requisite Vote); provided, that the party seeking to terminate this Agreement pursuant to this Section 7.02(a8.2(d) shall not be available have used reasonable efforts to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and remove such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)order.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time Closing (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote): (a) if the Mergers have Merger has not been consummated on or before April 30, 2020 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the failure of the Mergers Merger to be consummated on or before the End Date; (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stockholder Matters have been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or (upon notice from the Company terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the Company if (i) the Merger shall not have been consummated by January 15, 2003, whether such date is before or after the receipt date of approval by the stockholders of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 (the “End "Termination Date”"); , provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety clause (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(ai) shall not be available to any party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, or resulted in, proximately contributed to the failure of the Mergers Merger to be consummated by the Termination Date, and provided, further, that in the event that the failure of the Merger to occur on or before January 15, 2003 is the End Date; result of the failure of the conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) or 7.2(g) to be satisfied or waived prior to January 15, 2003, either Parent or the Company may extend such date to February 15, 2003 (bso long as the party extending such date believes in good faith that such conditions are capable of being satisfied by such date), (ii) if the approval of (A) the Merger Proposal by the stockholders of the Company shall not have been obtained at the Company Special Meeting or at any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforcedduly held adjournment or postponement thereof, or entered (B) the Issuance by the stockholders of Parent shall not have been obtained at the Parent Special Meeting or any Law duly held adjournment or Order making illegalpostponement thereof, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(bclause (ii) shall not be available to any party whose breach failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of any representation, warranty, covenantthe stockholders, or agreement set forth in this Agreement has been (iii) any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the cause of, Merger shall become final and non-appealable (whether before or resulted in, after the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to approval by the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereofCompany).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer, the Merger and the other transactions contemplated by this Agreement may be abandoned, by either Parent (with any termination by Parent also being an effective termination by Merger Sub) or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote):Company: (a) At any time after the Outside Date and prior to the Offer Closing if the Mergers Offer Closing shall not have not been consummated occurred on or before April 30, 2020 (11:59 p.m. New York City time on the “End Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.02(a) shall not be available to any party party: (i) if the Offer Closing shall have occurred, or (ii) whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Mergers Offer Closing to be consummated have occurred on or before the End Outside Date;; or (b) if If any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the Offer Closing, the consummation of the Mergers Offer, the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b8.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if If the Offer (as it may have been extended in accordance with the terms hereof) expires as a result of the non-satisfaction of one or more Offer Conditions (to the extent not waived pursuant to Section 1.01(c)), or is terminated or withdrawn prior to the Offer Closing in accordance with the terms of this Agreement, in each case without Merger Sub having accepted for payment any shares of Company Common Stock pursuant to the Offer; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(c) shall not be available to any party if the non-satisfaction of any Offer Condition, or the termination or withdrawal of the Offer, has been submitted principally caused by the material failure of such party to perform any covenant required to be performed by such party at or prior to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)Offer Closing.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (whether before by either Parent or after the receipt of the Requisite Company Vote):if: (a) if the Mergers Merger shall not have not been consummated on or before April 30, 2020 the date that is six months from the date hereof (the “End Outside Date”), whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a); providedprovided that if, howeveron the Outside Date, one or more of the conditions to the Closing set forth in Sections 5.1(b) or 5.1(c) (to the extent relating to the CFIUS Approval) shall not have been fulfilled but all other conditions to Closing shall have been satisfied (other than any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing), then the Outside Date shall, without any action on the part of the parties hereto, be extended to the date that is nine months from the date hereof; provided further that the right to terminate this Agreement pursuant to this Section 7.02(a6.2(a) shall not be available to Parent until ninety (90) Business Days following the End Date if the Form S-4 has not been declared effective under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any a party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, or resulted in, the failure of the Mergers Merger to be consummated on or before by such date; provided further that the End Dateparties agree that Parent shall have no right to terminate this Agreement pursuant to this Section 6.2(a) during the pendency of legal proceedings by the Company for specific performance pursuant to Section 7.6; (b) if the approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a) shall not have been obtained at the Shareholders Meeting, including any Governmental Entity of competent jurisdiction shall have enactedadjournment or postponement thereof; or (c) any Order permanently restraining, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, enjoining or otherwise permanently prohibiting the consummation of the Mergers or the other transactions contemplated by this Agreement, and such Law or Order Merger shall have become final and nonappealablenon-appealable (whether before or after the approval of this Agreement by the shareholders of the Company referred to in Section 5.1(a)); provided, however, provided that the right to terminate this Agreement pursuant to this Section 7.02(b6.2(c) shall not be available to any a party whose breach of failure to fulfill any representation, warranty, covenant, or agreement set forth in obligation under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, such action or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)event.

Termination by Either Parent or the Company. (a) This Agreement may be terminated terminated, and the Transactions abandoned, by either Parent or the Company at any time prior to within sixty (60) days from the Effective Time (whether before or after the receipt date of the Requisite Company Vote): (a) if the Mergers have not been consummated on or before April 30, 2020 this Agreement (the “End Diligence Expiration Date”); provided) as a result of the Parties’ due diligence review or items included in the Parent Disclosure Schedule or Company Disclosure Schedule. For the avoidance of doubt, however, that neither Parent nor the Company has the right to terminate this Agreement pursuant to this Section 7.02(a) shall not after the expiration of the aforementioned sixty (60) day period unless otherwise permitted under this Article VII. (b) This Agreement may be available terminated, and the Transactions abandoned, by either Parent or the Company at any time before the Effective Time, by written notice from such Party to Parent until ninety the other Party: (90i) Business Days following the End Date if the Form S-4 Closing has not been declared effective under occurred on or before the Securities Act as date that is nine months from the date of this Agreement (the End “Termination Date; provided further”), however, except that the right to terminate this Agreement pursuant to under this Section 7.02(a7.02(b)(i) shall not be available to any party whose Party who is then in material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End DateAgreement; (bii) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation Requisite Parent Vote has not been obtained by reason of the Mergers failure to obtain the required vote at the Parent Stockholders Meeting (or the other transactions contemplated by this Agreementany adjournment or postponement of such meeting) duly convened for such purpose, and such Law or Order shall have become final and nonappealable; provided, however, except that the right to terminate this Agreement pursuant to under this Section 7.02(b7.02(b)(ii) shall not be available to Parent where the failure to obtain the Requisite Parent Vote has been caused by the action or failure to act either of the Parent Entities and such action or failure to act constitutes a material breach by any party whose breach of any representationthe Parent Entities of this Agreement; (iii) if the Requisite Company Vote has not been obtained by reason of the failure to obtain the required vote, warranty, covenant, or agreement set forth in except that the right to terminate this Agreement under this Section 7.02(b)(iii) shall not be available to the Company where the failure to obtain the Requisite Company Vote has been caused by the cause of, action or resulted in, failure to act either of the issuance, promulgation, enforcement, Company and such action or entry failure to act constitutes a material breach by any of any such Law or Orderthe Company of this Agreement; or (civ) if this Agreement has been submitted to any Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the stockholders consummation of the Company for adoption at a duly convened Company Stockholders Meeting Transactions, and (in the Requisite Company Vote shall not have been obtained at case of any Order) such meeting (unless such Company Stockholders Meeting Order has been adjourned or postponed, in which case at the become final adjournment or postponement thereof)and non-appealable.

Termination by Either Parent or the Company. (a) This Agreement may be terminated by either Parent or and the Company Merger may be abandoned at any time prior to the Effective Time (Time, whether before or after the receipt approval by shareholders of the Requisite Company Vote):and Merger Subsidiary referred to in Section 7.01(a), by action of the board of directors of either Parent or the Company in the event: (ai) if The Merger is not consummated by December 31, 2005 except to the Mergers have not been consummated on or before April 30, 2020 (the “End Date”); provided, however, extent that the right failure of the Merger then to be consummated arises out of or results from the knowing action or inaction of (A) the party seeking to terminate this Agreement pursuant to this Section 7.02(a8.02(a), (B) shall not be available Merger Subsidiary (if Parent is the party seeking to Parent until ninety terminate) or (90C) Business Days following any of the End Date Shareholders (if the Form S-4 has not been declared effective Company is the party seeking to terminate), which action or inaction is in violation of its obligations under this Agreement or, in the case of the Shareholders, his obligations under the Securities Act as of the End Date; provided further, however, that the right to terminate this Agreement pursuant to this Section 7.02(arelevant Shareholder Agreement. (ii) shall not be available to any party whose breach (A) The approval of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Mergers to be consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the Authority required for consummation of the Mergers or Merger and the other transactions contemplated by this Agreement, and such Law or Order Agreement shall have become been denied by final and nonappealable; providednonappealable action of such Governmental Authority or an application therefor shall have been permanently withdrawn at the invitation, howeverrequest or suggestion of a Governmental Authority or (B) the approval by shareholders of the Company referred to in Section 7.01(a) herein is not obtained at the Company Meeting. (b) This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, that whether before or after the right approval by shareholders of the Company and Merger Subsidiary referred to terminate this Agreement pursuant to this in Section 7.02(b7.01(a): (i) shall by action of the Parent Board: in the event of (A) a breach by the Company of any representation or warranty contained herein, which breach cannot be available or has not been cured within 30 days after the giving of written notice to any party whose the Company of such breach, or (B) a material breach by the Company of any representationof the covenants or agreements contained herein, warrantywhich breach cannot be or has not been cured within 30 days after the giving of written notice to the Company of such breach. (ii) by action of the Company Board: in the event of (A) a breach by Parent of any representation or warranty contained herein, covenantwhich breach cannot be or has not been cured within 30 days after the giving of written notice to Parent of such breach, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry (B) a material breach by Parent of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to the Parent of such Law or Order; orbreach. (c) if this Agreement has For purposes of Section 8.02(b), the representations and warranties contained herein shall be deemed to have been submitted to the stockholders of breached by either the Company for adoption at or Parent only if the failure of such representations and warranties to be true and correct, either individually or in the aggregate, and without giving effect to any materiality, material adverse effect or similar qualifications set forth in such representations and warranties, will have or would reasonably be expected to have a duly convened Company Stockholders Meeting and Material Adverse Effect on the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof)breaching party.