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 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 (i) the Merger shall not have been consummated by February 28, 1999, whether such date is before or after the date of approval by the stockholders of the Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination Date"), (ii) the adoption of this Agreement by 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, 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 approval by the stockholders of the Company; 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 proximately caused the event that would otherwise give rise to a right to terminate this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company Company: (a) if (i) the Merger shall not have been consummated by February 28December 31, 1999, 2005 whether such date is before or after the date of approval by the stockholders of the CompanyCompany (the “Termination Date”); provided, however, that if Parent determines the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that additional time is necessary has breached in order any material respect its obligations under this Agreement in any manner that shall have proximately contributed to forestall any action to restrain, enjoin or prohibit the failure of the Merger to be consummated by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 Date. (b) if the "Termination Date"), (ii) the adoption of this Agreement by Company's stockholders required by Section 7.1(a) Company Stockholder Approval shall not have been obtained at a meeting the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof, or . (iiic) if any Order 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; 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 proximately caused the event that would otherwise give rise to a right to terminate this Agreement).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company Company: (a) if (i) the Merger shall not have been consummated by February 28December 31, 1999, 2005 whether such date is before or after the date of approval by the stockholders of the CompanyCompany (the “Termination Date”); provided, however, that if Parent determines the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party that additional time is necessary has breached in order any material respect its obligations under this Agreement in any manner that shall have proximately contributed to forestall any action to restrain, enjoin or prohibit the failure of the Merger to be consummated by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 Date. (b) if the "Termination Date"), (ii) the adoption of this Agreement by Company's stockholders required by Section 7.1(a) Company Stockholder Approval shall not have been obtained at a meeting the Company Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof, . (c) if the Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting duly convened therefor or at any reconvened meeting following an adjournment or postponement thereof. (iiid) if any Order 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; 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 proximately caused the event that would otherwise give rise to a right to terminate this Agreement).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 28March 31, 19991997, whether such date is before or after the date of approval by the stockholders of the Company; provided, however, that if Company or Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination DateTERMINATION DATE"), (ii) the adoption approval of this Agreement by 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 (iiiiv) any Order 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 CompanyCompany or Parent); providedPROVIDED, 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 proximately caused contributed to the event that would otherwise give rise occurrence of the failure of the Merger to a right to terminate this Agreementbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if if: (i) the Merger Effective Time shall not have been consummated occurred by February 285:00 p.m. New York City Time on May 31, 19992000, whether such date is before or after the date adoption of approval this Agreement by the stockholders of the Company; provided, however, that if Parent determines the right to terminate this Agreement pursuant to this clause (i) shall not be available to any party that additional time is necessary has breached in order any material respect its obligations under this Agreement in any manner that shall have proximately contributed to forestall any action to restrain, enjoin or prohibit the failure of the Merger by any Government Entity, the Termination Date may to be extended by Parent to a date not beyond April 30, 1999 (the "Termination Date"), consummated; (ii) the adoption approval of this Agreement by 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, ; or (iii) any Order permanently restraining, enjoining enjoining, or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company; 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 proximately caused the event that would otherwise give rise to a right to terminate this Agreement).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 28, 1999, whether such date is before or after the date of approval by the stockholders of the Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April September 30, 1999 2002 (the "Termination Date"), ; (iib) the adoption of this Agreement by Company's stockholders required by Section 7.1(a) Required Company Vote shall not have been obtained at a meeting duly convened therefor the Company Stockholder Meeting or at any adjournment or postponement thereof, ; (c) the Required Parent Vote shall not have been obtained at the Parent Stockholder Meeting or at any adjournment or postponement thereof; or (iiid) any Order Law 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 Companyappealable; provided, that the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused contributed to the event that would otherwise give rise occurrence of the failure of the Merger to a right to terminate this Agreementbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 28March 31, 19991998, whether such date is before or after the date of approval by the stockholders shareholders of the Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 Company (the "Termination DateTERMINATION DATE"), (ii) the adoption approval of this Agreement by the Company's stockholders 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, thereof or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-non- appealable (whether before or after the approval by the stockholders shareholders of the Company); providedPROVIDED, 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 proximately caused contributed to the event that would otherwise give rise occurrence of the failure of the Merger to a right to terminate this Agreementbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors Trustees of either Parent or the Company if (i) the Merger shall not have been consummated by February 28December 31, 19991997 (except that such date shall be the earlier of (A) March 31, 1998 or (B) the later of (x) the date on which the Shareholder Meeting is ultimately held, if the Shareholder Meeting is adjourned or postponed until the first calendar quarter of 1998 or (y) the date on which the condition set forth in Section 7.2(k) is satisfied), whether such date is before or after the date of approval by the stockholders shareholders of the Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination Date"), (ii) the adoption approval of this Agreement by the Company's stockholders 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 (iii) any Order 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 shareholders of the Company; 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 proximately caused contributed to the event that would otherwise give rise occurrence of the failure of the Merger to a right to terminate this Agreementbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 28, 1999, whether such date is before or after the date of approval by the stockholders of the Company; provided, however, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April September 30, 1999 2002 (the "Termination DateTERMINATION DATE"), ; (iib) the adoption of this Agreement by Company's stockholders required by Section 7.1(a) Required Company Vote shall not have been obtained at a meeting duly convened therefor the Company Stockholder Meeting or at any adjournment or postponement thereof, ; (c) the Required Parent Vote shall not have been obtained at the Parent Stockholder Meeting or at any adjournment or postponement thereof; or (iiid) any Order Law 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 Companyappealable; provided, that the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused contributed to the event that would otherwise give rise occurrence of the failure of the Merger to a right to terminate this Agreementbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if if: (ia) the Merger shall not have been consummated by February 28August 31, 19992017 (as such date may be extended pursuant to Section 9.5(c), the “End Date”), whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company; provided, however, that if Parent determines that additional time is necessary Company referred to in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination Date"), (ii) the adoption of this Agreement by 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, 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 approval by the stockholders of the Company); provided, that the right to terminate this Agreement pursuant to clause (iunder this Section 8.2(a) above shall not be available to any party that has breached in any if such failure of the Closing to occur on or prior to the End Date is principally caused by or is the result of a material respect its obligations under breach of this Agreement in any manner that by such party; (b) the Requisite Company Vote shall not have been obtained after a vote with respect to adoption of this Agreement shall have proximately caused been taken at the event Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting; or (c) any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order that would is in effect, or shall have taken any other action, in each case that is final and non-appealable and has the effect of permanently restraining, enjoining or otherwise give rise prohibiting consummation by it of the Merger (whether before or after the adoption of this Agreement by the stockholders of the Company referred to a right to terminate this Agreementin Section 7.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of either Parent or the Company if (ia) the Merger shall not have been consummated by February 28September 30, 19992006, whether such date is before or after the date of approval the adoption of this Agreement by the stockholders Shareholders of the Company; provided, however, that if Parent determines that additional time is necessary Company referred to in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 Section 7.1(a) (the "“Termination Date"”), (iib) the adoption of this Agreement by Company's stockholders required by the Shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof, thereof or (iiic) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders Shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that the right to terminate this Agreement pursuant to clause (iSection 8.2(a) 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 proximately caused contributed to the event that would otherwise give rise occurrence of the failure of a condition to a right to terminate this Agreementthe consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 28, 1999, whether such date is before or after the date of approval by the stockholders of the Company; providedPROVIDED, howeverHOWEVER, that if Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination DateTERMINATION DATE"), (ii) the adoption of this Agreement by 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, 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 approval by the stockholders of the Company; providedPROVIDED, 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 proximately caused the event that would otherwise give rise to a right to terminate this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company if (ia) the Merger shall not have been consummated by February 28November 30, 19992000, whether such date is before or after the date of approval by the stockholders of the Company; provided, however, that if Company or Parent determines that additional time is necessary in order to forestall any action to restrain, enjoin or prohibit the Merger by any Government Entity, the Termination Date may be extended by Parent to a date not beyond April 30, 1999 (the "Termination Date"), ; (iib) the adoption approval of this Agreement by the Company's or Parent's stockholders required by Section SECTION 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, ; or (iiic) any Order 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 Companyappealable; provided, that the right to terminate this Agreement pursuant to clause (ia) or (b) 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 proximately caused the event that would otherwise give rise occurrence of the failure of the Merger to a right be consummated or the stockholder approval to terminate this Agreementbe obtained.