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 Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated Each of Parent and the Merger Transactions abandoned Company shall have the right to terminate this Agreement at any time prior to the Effective Time, whether before the Acceptance Time by either Parent or after obtainment of the Company upon written notice to the other partyStockholder Approval, if: (ai) at any time after 12:01 a.m. Eastern Time the Closing has not occurred prior to 5:00 p.m. on February 29October 4, 2024 2021 (the “Outside Date”) if the Acceptance Time shall not have occurred ); provided, however, that, if, as of 5:00 p.m. on or before the Outside Date, all of the conditions in Article VI have been satisfied or duly waived by all Parties entitled to the benefit thereof (except for (1) the conditions in Section 6.1(b) (but only if each applicable Legal Restraint relates to the HSR Clearance or a Required Consent) and Section 6.1(c)) and (2) any 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), the Outside Date shall be extended to January 4, 2022; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a7.1(b)(i) shall not be available to any party to this Agreement a Party if the failure of the Closing to have occurred prior to 5:00 p.m. on the Outside Date (as it may be extended under this Section 7.1(b)(i)) was proximately caused by such party Party’s breach of, or such Party’s failure to perform or comply with, in any material respect, any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; orhereunder; (bii) if any Order having the effect set forth in paragraph (b) of Annex I a Legal Restraint shall be in effect and shall have that has become final and nonappealable; provided, except however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c7.1(b)(ii) shall not be available to a party Party if that partythe existence of such Legal Restraint was proximately caused by such Party’s breach of, or failure to perform or comply with, in any material respect, any of its covenants or agreements under this Agreement has been hereunder; or (iii) the Company Stockholder Approval is not obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof at which a principal cause of vote on the failure of the Acceptance Time to occur by the Outside Dateadoption hereof was taken.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Transactions abandoned at Subsidiary shall not have accepted for payment any time before Common Shares pursuant to the Acceptance Time Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors of either Parent or the Company upon written notice to if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the other party: Tender Offer or the Merger shall become final and non-appealable (a) at any time whether before or after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if approval by the Acceptance Time shall not have occurred on or before stockholders of the Outside DateCompany); provided, further, that (A) the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Tender Offer to occur by be consummated and (B) the Outside Date; or (b) if any Order having the effect set forth in paragraph (bCompany shall not receive a termination fee pursuant to Section 8.5(e) of Annex I shall be in effect and shall have become final and nonappealablethis Agreement even if otherwise payable pursuant to the terms thereof, except that the if it exercises its right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementclause (i)(y) shall have expired as a result of the non-satisfaction of one above on or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferFebruary 29, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date2000.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Offer Acceptance Time shall has not have occurred on or before 5:00 p.m., New York City time, on the Outside date that is 120 days after the date hereof (as such date may be extended pursuant to this Section 7.2(a) or by the mutual written consent of the parties hereto, the “Termination Date”); provided, that in the event the Marketing Period has commenced but not yet been completed at the time of the Termination Date, the Termination Date may be extended by Parent until five (5) Business Days after the final date of the Marketing Period; provided, further, that 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 covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure of the Acceptance Time to occur by the Outside Dateevents specified in this Section 7.2(a); or (b) if any Governmental Authority having jurisdiction over any party hereto shall have issued a final, non-appealable Order having or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the effect set forth in paragraph (b) Merger or the consummation of Annex I the Offer or any applicable Law that makes consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited shall be in effect and shall have become final and nonappealableeffect; provided, except that the right party seeking to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth have complied in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderall material respects with its obligations under Section 5.6 and Section 5.7. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) at the Merger shall not have been consummated by December 31, 2008, whether such date is before or after the date of approval of this Agreement by the shareholders 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 obtain, consistent with Parent’s obligations under Section 6.6(c), any time after 12:01 a.m. Eastern Time on necessary approval from, or to forestall or challenge any action to restrain, enjoin or prohibit the Merger or to impose a Material Burden by, any Government Entity, the Termination Date may be extended by Parent or the Company in writing to a date not beyond February 2928, 2024 2009 (the “Outside Termination Date”), (b) if the Acceptance Time approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have occurred on been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Outside Dateapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2 (x) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by consummation of the Outside Date; or Merger and (by) if any Order having shall, in the effect set forth in paragraph case of clauses (ba) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant ), be subject to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted Parent’s compliance with its obligations under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date6.6(c).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company (acting upon written notice the recommendation of the Special Committee) at any time prior to the other partyEffective Time: (a) at any time after 12:01 a.m. Eastern Time on February 29if the Merger has not been consummated by December 9, 2024 2022 (the “Outside Date”), except that: (i) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party Party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements under this Agreement obligations has been a principal cause of of, or resulted in, the failure of to consummate the Acceptance Time to occur Merger by the Outside Datesuch date; or and (bii) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b7.2(a) shall not be available to the Company or Parent during the pendency of any party to Legal Action by a Party for specific performance of this Agreement whose breach of any representationas provided by Section 8.14 and the Outside Date shall be automatically extended to (A) the tenth (10th) Business Day after the dismissal, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement settlement or entry of a final non-appealable Order with respect to such Legal Action or (B) such other time period established by the court presiding over such Legal Action; (b) if any such Order.Laws effected after the date of this Agreement shall prohibit consummation of the Merger; (c) if (i) any Orders issued by a court of competent jurisdiction shall restrain, enjoin or otherwise prohibit consummation of the Offer Merger, and (as it may ii) such Orders shall have become final and non-appealable; or (d) if the Requisite Company Vote shall not have been extended pursuant to obtained at the Company Stockholders Meeting (or at any adjournment or postponement thereof) held in accordance with this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before prior to the Acceptance Time by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before been consummated by the Outside Date; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform Party that has breached in any of material respect its covenants or agreements obligations under this Agreement has in any manner that shall have been a principal the primary cause of the failure of the Acceptance Time Merger to occur be consummated by the Outside Date; or (b) if any Order having court or Governmental Entity of competent jurisdiction shall have enacted, issued or entered any Law or Judgment or taken any other action permanently restraining, enjoining or otherwise prohibiting (i) prior to the effect set forth Acceptance Time, the acceptance for payment of, or payment for, shares of Common Stock pursuant to the Offer or (ii) prior to the Effective Time, consummation of the Merger, and in paragraph (b) of Annex I shall be in effect and either case such Judgment or other action shall have become final and nonappealablenon-appealable; provided that the Party seeking to terminate this Agreement pursuant to this Section 7.2(b) shall have complied in all material respects with its obligations under Section 5.3(e); provided, except further, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) a Party if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result issuance of the such final, non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior appealable Judgment was primarily due to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of such Party, and in the Acceptance Time case of Parent, including the failure of Merger Sub, to occur by the Outside Dateperform, in all material respects, its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29the Merger shall not have been consummated by October 23, 2024 2010 (the “Outside 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, however, that if the Acceptance Time conditions set forth in Section 7.1(b) have not been satisfied or waived on or prior to such date, but all other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Termination Date may be extended by Parent or the Company in writing to a date not beyond January 23, 2011, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have occurred on 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 Outside Dateadoption 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 8.2(c) shall not be available to any party unless, subject to Section 6.5, such party shall have used its reasonable best efforts to oppose any such Order or have such Order vacated or made inapplicable to the Merger; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by written notice at any time before prior to the Acceptance Effective Time by either Parent Parent, by action of its board of directors, or the Company upon written notice to Company, at the other partydirection of the Independent Committee, if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by July 29, 2014, whether such date is before or after the Company Requisite Vote has been obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided that neither party shall have the right to terminate this Agreement pursuant to this Section 8.2(a) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of, or resulted primarily in, the failure of the Merger to be consummated by the Termination Date and such action or failure to perform constitutes a breach of this Agreement; (b) the Shareholders’ Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders’ Meeting or at any adjournment 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 Outside Date; providedapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)), further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(c) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by December 22, 2024 2019 (as such date may be extended pursuant to this section 7.2(a), the “Outside Date”) ); except that the Company or Parent may extend the Outside Date from time to time in increments of 15 days to a date no later than 60 days after December 22, 2019 if the Acceptance Time condition set forth in section (b) of annex I (if the injunction or other Order relates to antitrust laws) or section (c) of annex I (including as a result of a Government Shutdown) shall not have occurred on been satisfied or before waived by the Outside Date; provided, further, Date and provided that the right to terminate this Agreement agreement under this Section section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph section (b) of Annex annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement agreement under this Section section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementagreement) shall have (x) expired as a result of the non-satisfaction of at any time when one or more Offer Conditions conditions has not been satisfied or is waived or (y) been terminated or withdrawn prior to the Offer Acceptance Time (to the extent permitted under the terms of this Agreement) agreement), in either case, without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement agreement under this Section section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement agreement has been a principal cause of the failure non-satisfaction of such Offer conditions or the termination or withdrawal of the Acceptance Time to occur by the Outside DateOffer.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon at any time prior to the Effective Time, by written notice to the other party: (a) at if any time after 12:01 a.m. Eastern Time on February 29court of competent jurisdiction or other Governmental Entity of competent jurisdiction has issued a final order, 2024 (decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the “Outside Date”) if the Acceptance Time shall not have occurred on Merger and such order, decree, ruling or before the Outside Dateother action has become final and nonappealable; provided, furtherhowever, that the right to terminate this Agreement under termination rights provided in this Section 7.2(a8.2(a) shall will not be available to any party if such order, decree, ruling or other action was primarily due to this Agreement if the failure of such party to perform any of its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time Agreement, or such party will have failed to occur by the Outside Date; oruse commercially reasonable efforts to oppose any such order, decree, ruling or other action; (b) if the Stockholders’ Meeting (including any Order having the effect set forth in paragraph (badjournments or postponements thereof) of Annex I shall be in effect and shall have become final concluded and nonappealable, except that the Requisite Stockholder Approval shall not have been obtained; or (c) if the Merger is not consummated on or before the Outside Date. The right to terminate this Agreement under pursuant to this Section 7.2(b8.2(c) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal cause of materially contributed to the failure of the Acceptance Time Merger to occur by be consummated on or before the Outside DateDate (it being understood that Holdings, Parent and Merger Sub shall be deemed a single party for purposes of this sentence).

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before prior to the Acceptance Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the date that is six (6) months from the date hereof (the “Outside Date”); providedprovided that if, furtheron the Outside Date, one or more of the Offer Conditions set forth in clause (b) or (c)(i) of Annex A (each to the extent relating to any antitrust Laws of the United States or any other antitrust, competition or similar Laws of any foreign jurisdiction) but all other conditions shall have been satisfied (other than clause (a) and clause (c)(vi) of Annex A and any condition that by its nature cannot be satisfied until the Closing but that is expected to be satisfied at the Closing), then either Parent or the Company, at its option, may extend the Outside Date to the date that is nine (9) months from the date hereof; provided that the right to terminate this Agreement under pursuant to this Section 7.2(a6.2(a) shall not be available to a party whose failure to fulfill any party to this Agreement if the failure of such party to perform any of its covenants or agreements obligation under this Agreement has been a principal the cause of of, or resulted in, the failure of the Acceptance Time to occur by the Outside Date; orsuch date. (b) if any a permanent injunction or other Order having the effect set forth in paragraph (b) of Annex I shall be in effect which is final and non-appealable shall have become final and nonappealablebeen issued preventing or prohibiting consummation of the Offer or the Merger (whether before or after the Acceptance Time); provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c6.2(b) shall not be available to a party if that party’s whose failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of the failure of the Acceptance Time to occur by the Outside Date.of, or resulted in or materially contributed to, such action or event; or

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Offer and the Merger Transactions abandoned may be abandoned, at any time before prior to the Acceptance Time Time, by either Parent or the Company upon written notice to the other partyif: (a) at any time Governmental Entity of competent jurisdiction has issued a final Judgment, 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 terms of this Section 8.2(a) are not available to any Party (i) unless such Party has complied in all material respects with its obligations under Section 6.6 in respect of such Judgment and (ii) such final and non-appealable Judgment was not due to a material breach of such Party’s covenants or other obligations under this Agreement; (b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after 12:01 a.m. Eastern Time on February 29, 2024 the date hereof (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) is not satisfied but all of the other Offer Conditions shall have been satisfied or waived (other than the delivery of the certificate referenced in Paragraph 2(c) of Annex I to this Agreement, which certificate only need to be capable of being delivered) and the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement remains capable of being satisfied or waived, then the Outside Date may be extended by Parent or the Company until the date that is sixty days (60) days after the initial Outside Date (and such date will then be the Outside Date); provided, however, that this termination right is not available to any Party if the Acceptance Time shall not have occurred failure to satisfy the condition set forth in Paragraph 1(b) of Annex I to this Agreement on or before the Outside Date; provided, further, that the right Date was due to terminate this Agreement a material breach of such Party’s covenants or other obligations under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreementand re-extended in accordance with Section 1.1(a)(ii)) shall have expired expires as a result of the non-satisfaction of one or more any Offer Conditions Condition or is terminated or withdrawn prior pursuant to the Acceptance Time its terms and this Agreement without Purchaser having accepted for purchase any Shares validly tendered (to the extent permitted under the terms of this Agreementand not withdrawn) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except however, that the right to terminate this Agreement under pursuant to this Section 7.2(c8.2(c) shall not be available to a party if that party’s failure to perform any Party whose breach of its covenants or agreements under this Agreement has been a principal the primary cause or primarily resulted in the non-satisfaction of any Offer Condition or the termination or withdrawal of the failure of Offer pursuant to its terms without Purchaser having accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Acceptance Time to occur by the Outside DateOffer.

Termination by Either Parent or the Company. This Agreement may be terminated and the Offer and the Merger Transactions may be abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice at any time prior to the other partyEffective Time: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before prior the close of business on August 16, 2011 (the “Outside Date”); provided, furtherhowever, that the right a party shall not be permitted to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if in the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of event that the failure of the Acceptance Time to occur by on or prior to the Outside Date; orDate is primarily due to the failure of such party (or a Subsidiary of such party) to fulfill any of its obligations under this Agreement; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this AgreementSection 1.1) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior pursuant to the Acceptance Time (to the extent permitted under its terms and the terms of this Agreement) Agreement without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerany Shares being purchased thereunder; provided however, except that the right a party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) in the event that the failure of the Shares to be purchased is primarily due to the failure of such party (or a Subsidiary of such party) to fulfill any of its obligations under this Agreement; or (c) notwithstanding approval of this Agreement by the holders of Shares, if any court of competent jurisdiction or other Governmental Entity has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action has become final and nonappealable; provided, however, that the terms of this Section 7.2(c) shall 8.2 will not be available to a any party if that party’s failure unless such party will have used commercially reasonable efforts to perform oppose any of its covenants such order, decree, ruling or agreements under this Agreement has been a principal cause of other action or to have the failure of same vacated or made inapplicable to the Acceptance Time to occur by Offer or the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other party: if (a) the Merger shall not have been consummated by September 30, 2014, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a), provided that such date may be extended by Parent, at any time after 12:01 a.m. Eastern Time on February 29its option, 2024 (the “Outside Date”) to December 31, 2014 if the Acceptance Time Closing shall not have occurred by such date and on such date the condition set forth in Section 7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”), (b) the approval 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 of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger shall become final and non-appealable (whether before or after the Outside Dateapproval of this Agreement by the shareholders of the Company referred to in Section 7.1(a)); provided, further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated hereby may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29if (i) prior to the Offer Closing, 2024 the Offer, the acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the “Outside Date”) if Effective Time, the Acceptance Time shall not have occurred on Merger, is enjoined, prohibited or before otherwise restrained by the Outside Date; terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall will not be available to any party to whose breach of any provision of this Agreement if the failure of results in or causes such party Order to perform any of its covenants be issued or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time Order to occur by the Outside Datebe removed; or (b) if any Order having the effect set forth Offer Closing shall not have occurred on or before August 15, 2021 (as it may be extended in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealableaccordance with this Section 8.2(b), except the “Outside Date”), provided, however, that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(b) shall will not be available to any party to this Agreement Person whose breach of any representationprovision of this Agreement results in or causes the Offer Closing to fail to occur prior to the Outside Date; and provided, warrantyfurther, covenant or agreement that if on the Outside Date all of the conditions to Closing, other than the conditions set forth in this Agreement has been the proximate cause of, clause (a) or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (cd) if the Offer (as it may relates to an Antitrust Law) of Annex B, shall have been extended pursuant satisfied or waived (other than those conditions that by their nature are to this Agreement) be satisfied at the Offer Closing, which conditions shall have expired as a result be capable of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offerbeing satisfied at such time), except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateDate will automatically be extended to November 15, 2021.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions Share Exchange may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Share Exchange shall not have occurred on been consummated by October 25, 2001, whether such date is before or after the date of approval of the Share Exchange by the Company Requisite Vote (the "TERMINATION DATE"); (b) the Company Requisite Vote shall not have been obtained at the Company Shareholder Meeting or at any adjournment or postponement thereof; (c) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Share Exchange shall become final and non-appealable (whether before or after the Outside Dateapproval of the Share Exchange by the Company Requisite Vote); providedor (d) any Governmental Entity shall have failed to issue any consent, furtherorder, that decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in 7.1(b), and such denial of a request to issue such consent, order, decree, ruling or take such other action shall have been final and nonappealable. Notwithstanding the foregoing, the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Share Exchange to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 the Merger shall not have been consummated by the date that is the 180th day anniversary of the date hereof (the “Outside Termination Date”), whether such date is before or after the date of adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a). Notwithstanding the foregoing, (i) Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if the Acceptance Time Company has the right to terminate this Agreement pursuant to Section 8.3(b) and (ii) the Company shall not have occurred on 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(b); (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or any of the Carveout Transactions shall become final and non-appealable (whether before or after the Outside Date; providedadoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a)), further, provided that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to that has breached in any material respect its obligations under this Agreement if in any manner that shall have been the primary cause of or the primary factor that resulted in the failure of such party a condition to perform any of its covenants or agreements under this Agreement has been a principal cause the consummation of the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of satisfied on or before the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by August 8, 2024 2019 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable; provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any unless such Order.party shall have complied with its obligations under Section 5.7 and Section 5.8; or (c) if the Offer (as it may have been extended pursuant to and in accordance with this Agreement) shall have expired as at a result of time when the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) Minimum Condition shall not have been satisfied and without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement if that party’s the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date.

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 Transactions abandoned at any time before may be aban- doned by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Date; providedbeen consummated by December 31, further1998, provided that the right to terminate this Agreement under this Section 7.2(aclause (a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before such date, and provided, further, that such date shall be extended to March 31, 1999 in the Outside Date; or event that the failure of the Merger to occur on or before December 31, 1998 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), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) if any Order having court of competent jurisdiction in the effect set forth United States or Governmental Body in paragraph (b) of Annex I the United States shall be in effect have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable. In addition, except that the right to terminate this Agreement 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 Cable Stockholders shall have breached any of its representations, covenants or obligations under this Section 7.2(b) the Voting Agreement in any material respect and such breach shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordercurable. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time the Merger shall not have been consummated on February 29, 2024 or before the date that is six (6) months from the date hereof (the “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); provided that if, on the Outside Date, one or more of the conditions to the Closing set forth in Sections 5.1(b) if or 5.1(c) (each to the Acceptance Time extent relating to antitrust or competition Laws), or 5.1(d) or 5.1(e) shall not have occurred on or before 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 and other than with respect to the condition set forth in Section 5.1 (a), which shall not be satisfied in the event of a failure to satisfy the condition set forth in Section 5.1(d)), then the Outside DateDate shall, without any action on the part of the parties hereto, be extended to the date that is nine (9) months from the date hereof; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a6.2(a) shall not be available to a party whose failure to fulfill any party to this Agreement if the failure of such party to perform any of its covenants or agreements obligation under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry failure of any the Merger to be consummated by such Orderdate. (cb) if the Offer (as it may a permanent injunction or other Order which is final and non-appealable shall have been extended pursuant to this Agreement) shall have expired as a result issued preventing or prohibiting consummation of the non-satisfaction of one Merger (whether before or more Offer Conditions or is terminated or withdrawn prior to after the Acceptance Time (to the extent permitted under the terms approval of this Agreement) without Agreement by the acceptance for payment by Merger Sub shareholders of shares of the Company Common Stock pursuant referred to the Offerin Section 5.1(a)); provided, except that the right to terminate this Agreement under pursuant to this Section 7.2(c6.2(b) shall not be available to a party if that party’s whose failure to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of, or resulted in, such action or event; or (c) the Company Special Meeting (including any adjournments and postponements thereof in accordance with Section 4.4) shall have concluded without the Company Requisite Vote having been obtained by reason of the failure to obtain the required vote of the Acceptance Time to occur by the Outside Dateholders of Shares.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice (acting through the Special Committee, if then in existence) at any time prior to the other partyEffective Time: (a) at any time whether before or after 12:01 a.m. Eastern Time on February 29satisfaction of the conditions set forth in Section 6.1(a), 2024 if the Merger has not been consummated by September 30, 2007 (the “Outside Termination Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable), except that the right to terminate this Agreement under this Section 7.2(b) shall clause will not be available to any party to this Agreement whose breach failure to fulfill any of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been the proximate a cause of, or resulted in, the issuancefailure to consummate the Merger by such date; (b) 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 (including any adjournment or postponement thereof), promulgationprovided that the Company shall not be entitled to terminate this Agreement under this clause if it has breached in any material respect any of its obligations under Sections 5.4 or 5.6, enforcement and provided further that Parent shall not be entitled to terminate this Agreement under this clause if any Stockholder (as defined in the Voting Agreement) has breached his, her or entry its obligations under Section 2.1(y) or Section 2.4 of any such Order.the Voting Agreement; (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result whether before or after satisfaction of the non-satisfaction conditions set forth in Section 6.1(a), if any Law prohibits consummation of one the Merger or more Offer Conditions if any Order restrains, enjoins or is terminated or withdrawn prior to otherwise prohibits consummation of the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the OfferMerger, except and such Order has become final and nonappealable, provided that the right to terminate this Agreement under pursuant to this Section 7.2(c) clause shall not be available to a party if that party’s the issuance of such final and nonappealable Order was primarily due to the failure of such party to perform any of its covenants or agreements obligations under this Agreement has been Agreement; or (d) if the Company Board or any committee thereof shall have effected a principal cause Change in Board Recommendation prior to the receipt of the failure of the Acceptance Time to occur by the Outside DateRequisite Company Vote.

Termination by Either Parent or the Company. This Agreement may be terminated Each of Parent and the Merger Transactions abandoned Company shall have the right to terminate this Agreement at any time before the Acceptance Time by either Parent or the Company upon written notice prior to the other partyClosing if: (ai) at any time after 12:01 a.m. the Closing shall not have occurred by 5:00 p.m. (Eastern Time time) on February 2913, 2024 2023 (the “Outside Date”); provided, however, that, if, as of the date that is five (5) if the Acceptance Time shall not have occurred on or before Business Days prior to the Outside Date, all of the conditions to the Closing set forth in Article VI have been satisfied or duly waived by all Parties entitled to the benefit thereof (other than (1) the conditions set forth in Section 6.1(b) and Section 6.1(c) (but solely in respect of a Legal Restraint relating to the HSR Act or any other Antitrust Law)) and (2) any 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 were the Outside Date), the Company may by delivery of written notice to Parent elect to extend the Outside Date to a date not later than May 13, 2023; provided, further, however, that the right to terminate this Agreement under this Section 7.2(a7.1(b)(i) shall not be available to any party to this Agreement a Party if the failure of the Closing to have occurred by the Outside Date (as it may be extended under this Section 7.1(b)(i)) was caused by such party Party’s material breach of, or such Party’s failure to perform or comply with in any material respect, any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; orhereunder; (bii) if any Order having the effect set forth in paragraph (b) of Annex I a permanent Legal Restraint shall be in effect and shall have that has become final and nonappealable; provided, except however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c7.1(b)(ii) shall not be available to a party Party if that partythe existence of such Legal Restraint was caused by such Party’s material breach of, or failure to perform or comply with in any material respect, any of its covenants or agreements under this Agreement hereunder; or (iii) the Company Stockholder Approval shall not have been obtained after the final adjournment of the Company Stockholders Meeting at which a vote of the Company Stockholders has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datetaken in accordance with this Agreement.

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 Transactions may be abandoned at any time before by action of the Acceptance Time by Board of Directors of either Parent or the Company upon written notice to the other party: if (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before the Outside Date; providedbeen consummated by December 31, further1998, provided that the right to terminate this Agreement under -------- this Section 7.2(aclause (a) shall not be available to any party whose failure to this Agreement if the failure of such party to perform fulfill any of its covenants or agreements obligation under this Agreement has been a principal the cause of or resulted in the failure of the Acceptance Time Merger to occur by on or before such date, and provided, further, that such -------- ------- date shall be extended to March 31, 1999 in the Outside Date; or event that the failure of the Merger to occur on or before December 31, 1998 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), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) if any Order having court of competent jurisdiction in the effect set forth United States or Governmental Body in paragraph (b) of Annex I the United States shall be in effect have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable. In addition, except that the right to terminate this Agreement 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 Cable Stockholders shall have breached any of its representations, covenants or obligations under this Section 7.2(b) the Voting Agreement in any material respect and such breach shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Ordercurable. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger Transactions abandoned may be abandoned, at any time before prior to the Acceptance Time Effective Time, by either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29court of competent jurisdiction or other Governmental Body of competent jurisdiction has issued a final order, 2024 (decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the “Outside Date”) if the Acceptance Time shall not have occurred on Merger, and such order, decree, ruling, or before the Outside Dateother action has become final and non-appealable; provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any a party to this Agreement if the issuance of such final and non-appealable order was primarily caused by the failure of such party to perform any of comply with its covenants or agreements obligations under this Agreement Agreement, including Section 5.7; (b) the Effective Time has been a principal cause of the failure of the Acceptance Time not occurred on or prior to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except provided that the right to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any a party if the failure of the Effective Time to occur on or prior to the Outside Date was primarily caused by the failure of such party to this Agreement whose breach of any representation, warranty, covenant comply with Section 5.7 or agreement set forth in this Agreement has been its obligations to consummate the proximate cause of, or resulted in, Closing on the issuance, promulgation, enforcement or entry of any date on which such Order.party is required to consummate the Closing pursuant to Section 1.3; or (c) if the Offer (as it may this Agreement shall not have been extended pursuant to this Agreement) shall have expired as duly adopted by holders of Common Shares constituting the Company Requisite Vote at the Stockholders’ Meeting or any adjournment or postponement thereof at which a result of vote is taken on the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or action of the Company upon written notice to the other partyBoard if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 the Merger shall not have been consummated by [●] (the “Outside Termination Date”) if ), whether such date is before or after the Acceptance Time shall not have occurred on or before the Outside DateStockholder Approval is obtained; provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) shall not be available to any party if the failure of the Merger to this Agreement if have been consummated on or before the Termination Date was primarily due to the failure of such party to perform any of its covenants or agreements obligations under this Agreement has Agreement; (b) the Stockholders Meeting shall have been a principal cause of held and completed and the failure of the Acceptance Time to occur by the Outside DateStockholder Approval shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (bc) if any Order having Governmental Entity has denied approval of the effect set forth in paragraph (b) of Annex I shall be in effect Merger and shall have such denial has become final and nonappealablenon-appealable or any Order permanently restraining, except enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party if that party’s the enactment, issuance, promulgation, 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 of its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to the other partyCompany: (a) at if prior to the Closing, the Transactions are enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, however, that the right to terminate this Agreement pursuant to this Section ‎7.2(a) will not be available to any time after 12:01 a.m. Eastern Time on February 29Party whose breach of any provision of this Agreement results in or materially contributes to causing such Order to be issued or the failure of the Order to be removed (provided that, 2024 for the avoidance of doubt, Parent’s exercise of its rights pursuant to Section ‎5.4(d) (the “Outside Date”No Obligation to Divest Assets) will not preclude its ability to terminate under this Section ‎7.2(a)); (b) if the Acceptance Time shall Closing has not have occurred on or before the Outside Date; , provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a‎7.2(b) shall will not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement Party whose breach of any representation, warranty, covenant or agreement set forth in provision of this Agreement has been results in or materially contributes to causing the proximate cause ofClosing to fail to occur prior to the Outside Date (provided that, or resulted infor the avoidance of doubt, the issuance, promulgation, enforcement or entry a Party’s exercise of any such Order.its rights pursuant to Section ‎5.4(d) (No Obligation to Divest Assets) will not preclude its ability to terminate under this Section ‎7.2(b)); or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of Parent Shareholder Approval is not obtained at the non-satisfaction of one Parent Shareholder Meeting duly convened or more Offer Conditions any adjournment or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Datepostponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on the Merger shall not have been consummated by February 291, 2024 2013 (the “Outside 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). Notwithstanding the foregoing, (i) Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if the Acceptance Time Company has the right to terminate this Agreement pursuant to Section 8.3(b) and (ii) the Company shall not have occurred on 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(b); (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 7.1(a) shall not have been obtained at such 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 Outside Date; adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, further, that the right to terminate this Agreement under pursuant to this Section 7.2(a) 8.2 shall not be available to any party to that has breached in any material respect its obligations under this Agreement if in any manner that shall have been the primary cause of or the primary factor that resulted in the failure of such party a condition to perform any of its covenants or agreements under this Agreement has been a principal cause the consummation of the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of satisfied on or before the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by March 24, 2024 2023 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or; (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable; provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any unless such Order.party shall have complied with its obligations under Section 5.7 and Section 5.8; or (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as at a result of time when the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) Minimum Condition shall not have been satisfied and without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement if that party’s the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Offer Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated hereby may be abandoned at any time before prior to the Acceptance Time Offer Closing by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on Offer, the acceptance for payment of, or before payment for, Shares pursuant to the Outside Date; Offer, the Merger or the consummation of any or all thereof is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, furtherhowever, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall will not be available to any party to whose breach of any provision of this Agreement if primarily results in or is the failure primary cause of such party Order to perform any of its covenants be issued or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time Order to occur by the Outside Datebe removed; or (b) if any Order having the effect Offer Closing shall not have occurred on or before June 29, 2026 (as it may be extended in accordance with this Section 8.2(b) or by agreement of Parent and the Company, the “Outside Date”); provided, however, that if on the Outside Date (i) the conditions set forth in paragraph clause (ba) or (e) (as it relates to an Antitrust Law) of Annex I B have not been satisfied or waived, and (ii) other than the Minimum Condition, all other Offer Conditions (other than those conditions that by their nature are to be satisfied at the Offer Closing, which conditions shall be in effect and shall capable of being satisfied at such time) have become final and nonappealablebeen satisfied or waived, except the Outside Date will automatically be extended up to two (2) times, each for a period of three (3) months, provided further that the right to terminate this Agreement under pursuant to this Section 7.2(b8.2(b) shall will not be available to any party to this Agreement Person whose material breach of any representation, warranty, covenant or agreement set forth in provision of this Agreement has been is the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal primary cause of the failure of the Acceptance Time Offer Closing to fail to occur by prior to the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated by this Agreement may be abandoned at any time before prior to the Acceptance Effective Time by action of the board of directors of either Parent or the Company upon written notice to the other partyif: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before by October 8, 2014 (the Outside “Termination Date”); provided, furtherhowever, that (i) the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Acceptance Time to have occurred on or before the Termination Date and (ii) if as of such date, the Regulatory Condition (as defined in Exhibit A) is not satisfied but all of the other Tender Offer Conditions shall have been satisfied or waived (other than the Minimum Condition and the delivery of the certificates referenced in clause (5) of Exhibit A, which certificates only need to be capable of being delivered) and the Regulatory Condition remains capable of being satisfied or waived, then the Termination Date may be extended until March 9, 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); or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(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 Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by written notice at any time before prior to the Acceptance Effective Time by either Parent Parent, by action of its board of directors, or the Company upon written notice to Company, at the other partydirection of the Special Committee, if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on been consummated by June 27, 2013, whether such date is before or before after the Outside date of approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, furtherthat neither party shall have the right to terminate this Agreement pursuant to this Section 8.2(a) if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of, or resulted primarily in, the failure of the Merger to be consummated by the Termination Date and such action or failure to perform constitutes a breach of this Agreement; (b) the Stockholders Meeting shall have been held and completed and approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such 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 approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement under pursuant to this Section 7.2(a8.2(c) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result consummation of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside DateMerger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions transactions contemplated hereby may be abandoned at any time before prior to the Acceptance Effective Time by either Parent or the Company upon written notice to (at the other partydirection of the Special Committee) if: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Effective Time shall not have occurred on or before June 30, 2018 (the “Outside Date; ”), provided, furtherhowever, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to the party seeking to terminate if such party (or, in the case of Parent, either Parent or Merger Sub) is in breach of, or has breached, in any material respect, any of its obligations under this Agreement required to be performed at or prior to the consummation of the Merger, where such breach has been the primary cause of the failure of the consummation of the Merger to occur on or before the Outside Date; (b) the Company Stockholder Approval or the Minority Approval shall not have been obtained upon a vote taken at the Company Meeting duly convened therefor or any adjournment or postponement thereof; (c) 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, provided that the right to terminate this Agreement pursuant to this Section 7.2(a9.2(d) shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if in any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and manner that shall have become final and nonappealable, except that the right proximately contributed to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Offer Acceptance Time shall has not have occurred on or before 5:00 p.m., New York City time, on July 12, 2017 (as such date may be extended pursuant to this Section 7.2(a) or by the Outside mutual written consent of the parties hereto, the “Termination Date”); provided, that in the event the Marketing Period has commenced but not yet been completed at the time of the Termination Date, the Termination Date shall be extended by Parent until five (5) Business Days after the final date of the Marketing Period; provided, further, that 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 covenants, obligations or agreements under this Agreement has been a principal cause of or resulted in the failure events specified in this Section 7.2(a) (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the Acceptance Time to occur by the Outside Dateforegoing proviso); or (b) if any Governmental Authority having jurisdiction over any party hereto shall have issued a final, non-appealable Order having or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the effect set forth in paragraph (b) Merger or the consummation of Annex I the Offer or any applicable Law that makes consummation of the Merger or the consummation of the Offer illegal or otherwise prohibited shall be in effect and shall have become final and nonappealableeffect; provided, except that the right party seeking to terminate this Agreement under pursuant to this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth have complied in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderall material respects with its obligations under Sections 5.7 and 5.8. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time before prior to the Acceptance Effective Time by action of the Board of Directors of either Parent or the Company upon written notice if (i) whether or not the approval by the shareholders of the Company referred to in Section 7.1(a) shall have occurred, the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time Merger shall not have occurred on or before been consummated within 240 days from the Outside date of this Agreement (the "Termination Date"); provided, furtherhowever, that either Parent or the Company shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 125 days if the sole reason that the Merger has not been consummated within 240 days from the date of this Agreement is that either (A) the condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings or (B) the condition set forth in Section 7.1(d) has not been satisfied; (ii) the Shareholders Meeting shall have been held and completed and the adoption of this Agreement by the Company's shareholders required by Section 7.1(a) shall not have occurred; 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 adoption or approval by the shareholders of the Company); provided, that the right to terminate this Agreement under this Section 7.2(apursuant to clause (i) above shall not be available to any party to this Agreement if the failure of such party to perform that has breached in any of material respect its covenants or agreements obligations under this Agreement has been a principal cause of in any manner that shall have proximately contributed to the failure of the Acceptance Time Merger to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Orderconsummated. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Offer Acceptance Time by either Parent or the Company upon written notice to the other partyCompany: (a) at any time after 12:01 a.m. Eastern if the Offer Acceptance Time on February 29has not occurred by March 8, 2024 2022 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date); provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure such party’s material breach of such party to perform any provision of its covenants or agreements under this Agreement has been a principal is the primary cause of the failure of the Offer Acceptance Time to occur by the Outside Date; or; (b) if any Law or Order having the effect set forth in paragraph (b) (Laws and Orders) of Annex I shall be in effect and shall have become final and nonappealable; provided, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose if such party’s material breach of any representation, warranty, covenant or agreement set forth in provision of this Agreement has been is the proximate primary cause of, of the occurrence of such Law or resulted in, the issuance, promulgation, enforcement or entry of any such Order.; or (c) if the Offer (as it may have been extended pursuant to and in accordance with this Agreement) shall have expired as at a result of time when the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) Minimum Condition shall not have been satisfied and without the acceptance for payment by Merger Sub of shares of Company Common Stock and Class A Stock pursuant to the Offer; provided, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a any party to this Agreement if that such party’s failure to perform material breach of any provision of its covenants or agreements under this Agreement has been a principal is the primary cause of the failure of the Offer Acceptance Time to occur by the Outside Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29December 24, 2024 2023 (as such date may be extended pursuant to the following proviso, the “Outside Date”) if the Acceptance Effective Time shall not have occurred on or before the Outside Date; provided, that the Outside Date shall be automatically extended to 12:01 a.m. Eastern Time on March 24, 2024 if the condition set forth in Section 6.1(b) and 6.1(c) (but solely if the injunction or other Order relates to antitrust laws) or Section 6.1(c) (including as a result of a Government Shutdown) shall not have been satisfied by the Outside Date and all other conditions set forth on Article VI have been satisfied or waived by the applicable party; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement that constitutes a material breach of this Agreement by such party has been a principal cause of the failure of the Acceptance Effective Time to occur by the Outside Date; or; (b) if any Order having the effect set forth in paragraph (bSection 6.1(b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order.; or (c) if the Offer (as it may Company Stockholder Approval shall not have been extended pursuant to this Agreement) shall have expired as obtained upon a result of vote taken at the non-satisfaction of one Company Meeting or more Offer Conditions any adjournment or is terminated or withdrawn prior to postponement thereof at which a vote on the Acceptance Time (to the extent permitted under the terms adoption of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Dateis taken.