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 transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyTime: (a) if the Offer Closing shall Merger has not have occurred been consummated on or before April 15, 2019 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the primary cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or Merger, the Merger Parent Stock Issuance, or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the primary cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before December 31, 2011 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, abandoned by either Parent or the Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement thereof by the stockholders of the Company) by either Parent or the Company: ), if (a) if any court of competent jurisdiction or other governmental body located or having jurisdiction within the United States or any country in which the Company, directly or indirectly, has material assets or operations, shall have issued a final order, injunction, decree, judgment or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer Closing or the Merger and such order, injunction, decree, judgment, ruling or other action is or shall have become final and nonappealable, (b) the Offer shall have expired or terminated pursuant to the terms of this Agreement without the purchase of any Shares pursuant thereto; provided that Purchaser shall not have occurred on the right to terminate this Agreement pursuant to this clause if the termination or before expiration of the Outside Date; providedOffer without the purchase of Shares thereunder is in violation of the terms of the Offer or of this Agreement, howeveror (c) if Purchaser has not purchased Shares pursuant to the Offer prior to September 30, 1998, provided that the right to terminate this Agreement pursuant to this Section 8.02(aclauses (b) or (c) shall not be available to any party whose failure (or the failure of whose Affiliate) to fulfill any obligation under this Agreement or whose breach of any representation, warranty, covenant a representation or agreement set forth in warranty under this Agreement has been the cause of, or resulted in, the failure of in the Offer Closing to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderbeing consummated.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval and authorization of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before March 2, 2016 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a9.2(a) shall not be available to any party Party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Specified Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law that remains in effect (other than the application to the Transactions of applicable waiting periods under the HSR Act or Order other Antitrust Laws) or order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyTransactions, and such Law or Order order (i) shall have or is reasonably expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole and (ii) shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b9.2(b) shall not be available to any party Party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the shareholders of the Company for approval and authorization at a duly convened Company Shareholders Meeting and the Company Shareholder Approval shall not have been obtained at such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: (ai) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or (bj) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) terminated by either Parent or the CompanyCompany (only pursuant to a resolution adopted by the Special Committee) at any time before the Effective Time: (a) whether before or after obtaining the Requisite Company Vote, if the Offer Closing shall Merger has not have occurred on or before been consummated by December 14, 2018 (the Outside “Termination Date; provided”). Notwithstanding the foregoing, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a7.2(a) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in of this Agreement has been the cause ofmaterially contributed to, or resulted in, the failure of to consummate the Offer Closing to have occurred on or before the Outside Date; orMerger 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 is not obtained upon a vote taken thereof (or adjournment, postponement or recess thereof); or (c) whether before or after obtaining the Requisite Company Vote, if any Governmental Entity of competent Authority having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered issued any Law or Order making illegal, that permanently enjoining enjoins or otherwise permanently prohibiting the prohibits consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law Order is or Order shall have become final and nonappealable; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not have used reasonable best efforts to challenge such Order and cause such Order to be available to any party whose breach of any representationwithdrawn, warrantyrescinded, covenant terminated, cancelled or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderotherwise nullified.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, abandoned at any time prior to the Effective Time by action of either the Company Board or the Parent Board (notwithstanding any approval of this Agreement by in the stockholders case of the CompanyCompany Board, acting upon the recommendation of the Special Committee) by either Parent or the Companyif: (a) if the Offer Closing Merger shall not have occurred been consummated on or before the Outside date that is twelve (12) months after the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a party whose failure to fulfill any obligation under this Agreement has been the primary cause of, primarily resulted in, or materially contributed to the failure of the Closing to occur by such date; (b) the Company Shareholders Meeting shall have been held and the Shareholder Approval shall not have been obtained at such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraint shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a8.2(c) shall not be available to any party whose if the issuance of such Restraint was primarily due to the breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing such party to have occurred on or before the Outside Date; or (b) if perform in a material respect any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate its obligations under this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or OrderAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time Offer Closing (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the primary cause of, or resulted in, of the failure of the Offer Closing to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction in the United States or Belgium shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer Offer, the Top-Up Option or the Merger or any of the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement Agreement, or whose failure to use its reasonable best efforts to resist, resolve or lift such Law or Order (as applicable), has been the primary cause of, or primarily resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the principal cause of, or principally resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the principal cause of, or principally resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if, prior to the Offer Closing, the Subsidiary Transfer Agreement shall have been terminated.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any by action of either the Parent Board or the Company Board, with approval of this Agreement by the stockholders of the Company) by either Parent or the CompanySpecial Committee, if: (a) if the Offer Closing Merger shall not have occurred on or before been consummated by March 18, 2019 (the “Outside Date”); provided, howeverfurther, that the right to terminate this Agreement pursuant to this Section 8.02(a9.2(a) shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant or agreement material respect its obligations set forth in this Agreement has been in any manner that shall have proximately contributed to the cause of, or resulted in, occurrence of the failure of a condition to the Offer Closing to have occurred on or before consummation of the Outside Date; orMerger; (b) if the Requisite Company Vote shall not have been obtained at the Company Shareholders Meeting or at any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced adjournment or entered postponement thereof taken in accordance with this Agreement; (c) any Law or Governmental Order making illegalpermanently restraining, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealablenon-appealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.02(b9.2(c) shall not be available to any party whose breach of Party that has breached in any representation, warranty, covenant or agreement material respect its obligations set forth in this Agreement has in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger; or (d) if the EEP Merger Agreement shall have been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderterminated in accordance with its terms.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time Closing (notwithstanding any approval of this Agreement by whether before or after the stockholders receipt of the Company) by either Parent Requisite Company Vote or the Company:Requisite Parent Vote): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before July 31, 2022 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or Merger, the Merger Parent Stock Issuance, or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement abandoned by the stockholders Company by action of the Company) 's Board of Directors upon the recommendation of the Independent Committee or by either Parent or the Companyby action of its Board of Directors if: (a) if the Offer Closing Merger shall not have occurred on or before the Outside Datebeen consummated by May 31, 2002; providedPROVIDED, howeverHOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.02(a) shall clause will not be available to any party whose breach of any representation, warranty, warranty or covenant or agreement set forth in this Agreement hereunder has been the a material cause of, or resulted in, the failure of the Offer Closing Merger to have occurred occur on or before such date; (b) the Outside DateRequisite Shareholder Approval shall not have been obtained at the Shareholders Meeting (as such meeting may be adjourned or delayed); or (bc) if any Governmental Entity a court of competent jurisdiction or a governmental, regulatory or administrative agency or commission shall have enactedissued an order, issueddecree or ruling or taken any other action either (i) permanently restraining, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or any of the other transactions contemplated herebyby this Agreement or (ii) otherwise altering the terms of any of the foregoing in any significant respect, and such Law order, decree, ruling or Order other action is or shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Offer and the Merger may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any Time, before or after the approval of this Agreement by the stockholders holders of Shares referred to in Section 8.1(a), by action of the Company) by either Board of Directors of Parent or of the Company: Company if (a) if the Offer Closing Merger shall not have occurred on been consummated by June 30, 1997, or before (b) any court of competent jurisdiction or any other governmental, regulatory or administrative agency, body or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Outside Datetransactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; providedPROVIDED, howeverHOWEVER, that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such injunction, order or decree; PROVIDED, FURTHER, the right to terminate this Agreement pursuant to this Section 8.02(aclause (a) above, shall not be available to any party whose breach failure to perform or observe in any material respect any of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has in any manner shall have been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred occur on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderdate.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement abandoned by the stockholders action of the Company) by either Parent Board of Directors of Investor, on the one hand, or the Company, on the other hand, if: (ai) if the Offer Closing shall not have occurred been consummated by May 15, 1998, without liability to the terminating party on or before the Outside Dateaccount of such termination; provided, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a8.2(i) shall not be available to any a party whose willful breach or violation of any representation, warrantywarranty or covenant under this Agreement has been a cause of or has resulted in the failure of the Closing to occur on or before such date; (ii) a court of competent jurisdiction or other governmental body shall have issued a final nonappealable order having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or (iii) (A) the other party has breached in any material respect any representation or warranty contained in this Agreement, or (B) there has been a material breach of a covenant or agreement set forth in this Agreement has been on the cause of, or resulted in, the failure part of the Offer Closing other party, which shall not have been cured (to have occurred on or before the Outside Date; or (bextent that such breach may be cured) if any Governmental Entity within 15 business days following receipt by the breaching party of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation written notice of the Offer or the Merger or such material breach from the other transactions contemplated herebyparty. Any termination pursuant to this Section 8.2 shall be effected by written notice from the party so terminating to the other party, and such Law or Order which notice shall have become final and nonappealable; provided, however, that specify the right to terminate section of this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in which this Agreement has been is being terminated and the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderbasis therefor.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyClosing: (a) if the Offer Closing shall Merger has not have occurred been consummated on or before March 31, 2022 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a9.02(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the contributing cause of, or was a contributing factor that resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b9.02(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.;

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before February 19, 2016 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement in any material respect has been the primary cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; (b) if the Shareholders’ Meeting at which this Agreement has been voted upon shall have been held and completed, and the holders of the outstanding Company Common Shares fail to authorize, adopt and approve this Agreement by the Requisite Company Vote; or (bc) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, that is in effect at the time of such termination and renders the Merger illegal or that permanently enjoining enjoins or otherwise permanently prohibiting prohibits the consummation of the Offer or the Merger or the other transactions contemplated herebyMerger, and such Law or Order shall have become final final, binding and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.02(c) shall have complied in all material respects with its obligations under Section 5.08; provided, further, that the right to terminate this Agreement pursuant to this Section 8.02(b7.02(c) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement in any material respect has been the primary cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders action of the Company) by board of directors of either Parent or the Company: Company (and written notice to the other party) if (a) if the Offer Closing Merger shall not have occurred been consummated by August 31, 2001, whether such date is before or after the date of approval by the shareholders of the Company or Parent (the "TERMINATION DATE"); PROVIDED that the Termination Date shall be automatically extended for 6 months (the "EXTENDED DATE") if, on August 31, 2001: (i) any of the (i) 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 by the shareholders of the Company or Parent), or (ii) any Law is in effect or is adopted or issued, which has the effect of prohibiting the Merger; provided, however, PROVIDED that the right to terminate this Agreement pursuant to this Section 8.02(aclause (a) above shall not be available to any party whose breach of that has breached in any representation, warranty, covenant or agreement set forth in material respect its obligations under this Agreement has in any manner that shall have been the cause of, of or resulted in, in the failure of the Offer Closing Merger to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderconsummated.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before the Outside date that is 120 days after the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been was the principal cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been was the principal cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by whether before or after the stockholders receipt of the Company) by either Parent or the Company:Requisite Company Vote): (a) if the Offer Closing shall Mergers have not have occurred been consummated on or before June 30, 2024 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Mergers to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or the Merger Mergers or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order; or (c) at Parent’s option, upon failure by the Company to obtain the Requisite Company Vote by the Consent Deadline.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyOffer Acceptance Time: (a) if the Offer Closing shall has not have occurred been consummated on or before April 9, 2018 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing to have occurred be consummated on or before the Outside End Date; or (b) if any Governmental Entity Body of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement may be abandoned, Transactions abandoned at any time prior to before the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall has not have occurred on or before 5:00 p.m., New York City time, on November 29, 2019 (such date, as the same may be extended pursuant to this Section 7.2(a) or by the mutual written consent of the Parties, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a7.2(a) shall not be available to any Party to this Agreement seeking to terminate if the breach by such party whose breach of any representation, warranty, covenant or agreement its representations and warranties set forth in this Agreement or the failure of such party to perform any of its covenants, obligations or agreements under this Agreement has been the principal cause of, of or resulted in, 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 Offer Closing to have occurred on or before the Outside Dateforegoing proviso); or (b) if any Governmental Entity of competent Authority having jurisdiction over any Party shall have enactedissued a final, issuednon-appealable Order or taken any final, promulgatednon-appealable other action, enforced or entered any Law or Order making illegalin each case permanently restraining, permanently enjoining or otherwise permanently prohibiting the Merger or any applicable Law that makes consummation of the Offer Merger illegal or the Merger or the other transactions contemplated hereby, and such Law or Order otherwise prohibited shall have become final and nonappealablebe in effect; provided, however, that the right Party seeking to terminate this Agreement pursuant to this Section 8.02(b7.2(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth have complied in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderall material respects with its obligations under Sections 5.6 and 5.17.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) terminated by either Parent or the CompanyCompany (only pursuant to a resolution adopted by the Special Committee) at any time before the Effective Time: (a) whether before or after obtaining the Requisite Company Vote, if the Offer Closing shall Merger has not have occurred on or before been consummated by March 1, 2020 (the Outside “Termination Date; provided”). Notwithstanding the foregoing, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a7.2(a) shall not be available to any party Party whose breach of any representation, warranty, covenant or agreement set forth in of this Agreement has been the cause ofmaterially contributed to, or resulted in, the failure of to consummate the Offer Closing to have occurred on or before the Outside Date; orMerger 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 is not obtained upon a vote taken thereat (or following an adjournment, postponement or recess thereof); or (c) whether before or after obtaining the Requisite Company Vote, if any Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered issued any Law or Order making that makes illegal, permanently enjoining enjoins or otherwise permanently prohibiting the prohibits consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order is or shall have become final and nonappealable; provided, however, provided that the right Party seeking to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not be available have used reasonable best efforts 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 challenge such Law or OrderOrder and cause such Law or Order to be withdrawn, rescinded, terminated, cancelled or otherwise nullified to the extent required under Section 5.10.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party party: (i) if the Offer Closing shall have occurred, or (ii) whose material breach of any representationone or more representations, warrantywarranties, covenant covenants, or agreement agreements set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting prohibiting: (i) prior to the Offer Closing, the consummation of the Offer Offer, or (ii) prior to the Closing, the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose material breach of any representationone or more representations, warrantywarranties, covenant covenants, or agreement agreements set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Merger may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders action of the Company) by board of directors of either Parent or the CompanyCompany if: (a) if the Offer Closing Merger shall not have occurred on or before been consummated by October 31, 2017 (the Outside “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(aSECTION 6.2(a) shall not be available to a Party whose failure to perform any party whose breach of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been the direct cause of, or directly resulted in, the failure of the Offer Closing to have occurred been consummated on or before the Outside Dateby such date; or (b) if any Order of any Governmental Entity of competent jurisdiction permanently enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable or any Law shall have been enacted, issued, entered, promulgated, enforced or entered deemed applicable to the Merger by any Law Governmental Entity that would prohibit or Order making illegal, permanently enjoining or otherwise permanently prohibiting make illegal the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealableMerger; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.02(bSECTION 6.2(b) shall not be available to a Party whose failure to perform any party whose breach of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has been the direct cause of, or directly resulted in, the issuance, promulgation, enforcement such Order or entry of any such Law or OrderLaw.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before December 31, 2014 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a8.2(a) shall will not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall will have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall will have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b8.2(b) shall will not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Company Shareholders Meeting and the Requisite Company Vote will not have been obtained at such meeting (including any adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Offer and the Merger may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any Time, before or after the approval of this Agreement by the stockholders holders of Shares referred to in Section 8.1(a), by action of the Company) by either Board of Directors of Parent or of the Company: Company if (a) if the Offer Closing Merger shall not have occurred on been consummated by June 30, 1997, or before (b) any court of competent jurisdiction or any other governmental, regulatory or administrative agency, body or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Outside Datetransactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such injunction, order or decree; provided, further, the right to terminate this Agreement pursuant to this Section 8.02(aclause (a) above, shall not be available to any party whose breach failure to perform or observe in any material respect any of any representation, warranty, covenant or agreement set forth in its obligations under this Agreement has in any manner shall have been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred occur on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderdate.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyTime: (a) if the Offer Closing shall Merger has not have occurred been consummated on or before the Outside six-month anniversary of the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the primary cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or Merger, the Merger Common Units Issuance, or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b8.2(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the primary cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) terminated by either Parent or the CompanyCompany (only pursuant to a resolution adopted by the Special Committee) at any time before the Effective Time: (a) whether before or after obtaining the Requisite Company Vote, if the Offer Closing shall Merger has not have occurred on or before been consummated by July 29, 2020 (the Outside “Termination Date; provided”). Notwithstanding the foregoing, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a7.2(a) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in of this Agreement has been the principal cause of, or resulted in, of the failure of to consummate the Offer Closing to have occurred on or before the Outside Date; orMerger by such date; (b) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Company Shareholders Meeting and the Requisite Company Vote is not obtained upon a vote taken thereof (or adjournment, postponement or recess thereof); or (c) whether before or after obtaining the Requisite Company Vote, if any Governmental Entity of competent Authority having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered issued any Law or Order making illegal, that permanently enjoining enjoins or otherwise permanently prohibiting the prohibits consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law Order is or Order shall have become final and nonappealable; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 8.02(b7.2(c) shall not have used reasonable best efforts to challenge such Order and cause such Order to be available to any party whose breach of any representationwithdrawn, warrantyrescinded, covenant terminated, cancelled or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderotherwise nullified.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyClosing: (a) if the Offer Closing shall Merger has not have occurred been consummated on or before March 31, 2022 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a9.02(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the contributing cause of, or was a contributing factor that resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b9.02(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order; or (c) if the Parent Meeting is held and either the Merger Resolution or SRP Resolution is not approved in accordance with applicable Laws, except that the right to terminate this Agreement under this Section 9.02(c) shall not be available to any party whose failure to fulfil any of its obligations or breach of any of its representations and warranties under this Agreement has been a principal cause of, or resulted in, the failure to receive approval of the Merger Resolution or the SRP Resolution.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement Merger may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company: Company if (ai) if the Offer Closing Merger shall not have occurred on or before been consummated by September 30, 2006 (the Outside "Termination Date"); provided, however, that the right to terminate this Agreement pursuant to under this Section 8.02(a8.2(i) shall not be available to any party whose willful breach of any a representation, warranty, warranty or covenant or agreement set forth in this Agreement has been the a principal cause of, of or resulted in, in the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside Date; or such date, (bii) if any Governmental Entity of competent jurisdiction shall have enactedissued an order, issueddecree or ruling or taken any other action (which order, promulgateddecree, enforced ruling or entered any Law or Order making illegalother action the parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other material transactions contemplated hereby, by this Agreement and such Law order, decree, ruling or Order other action shall have become final and nonappealablenonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by Law; provided, however, that the right to terminate this Agreement pursuant to under this Section 8.02(b8.2(iii) shall not be available to any party whose willful breach of any a representation, warranty, warranty or covenant or agreement set forth in this Agreement has been the a principal cause of, of or resulted in, in the issuance, promulgation, enforcement or entry of any failure to obtain such Law or Orderapproval.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement hereby may be abandoned, abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyCompany (at the direction of the Special Committee) if: (a) if the Offer Closing Effective Time shall not have occurred on or before November 15, 2019 (the “Outside Date; ”), provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a9.2(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 party whose breach material respect, any of any representation, warranty, covenant or agreement set forth in 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, or resulted in, of the failure of the Offer Closing consummation of the Merger to have occurred 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 (bd) if any Governmental Entity of competent jurisdiction shall have enactedOrder permanently restraining, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; providednon-appealable, however, provided that the right to terminate this Agreement pursuant to this Section 8.02(b9.2(d) shall not be available to any party whose breach of that has breached in any representation, warranty, covenant or agreement set forth in material respect its obligations under this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of in any manner that shall have proximately contributed to such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining enjoining, restraining, preventing or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if the adoption of this Agreement by the Company's shareholders is required by applicable Law, if the Requisite Company Vote is not obtained at the Company Shareholders Meeting duly convened therefor (or at any adjournment or postponement thereof permitted by this Agreement) at which a quorum is present and the vote to adopt this Agreement is taken.

Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the transactions contemplated by this Agreement Offer and Merger may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement abandoned by the stockholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before June 30, 2011 (the Outside “Termination Date”), provided, however, that the right to terminate this Agreement under this Section 9.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of Merger Sub or its permitted assignee to have purchased all such shares validly tendered and not properly withdrawn pursuant to the Offer on or before the Termination Date; or (b) if any Restraint enjoining, restraining, preventing or prohibiting the consummation of the Offer or the Merger shall be in effect and shall have become final and non-appealable and has the effect of making consummation of the Offer or the Merger illegal or otherwise restraining, preventing or prohibiting consummation of the Offer or the Merger; provided, however, that the right to terminate this Agreement pursuant to this under Section 8.02(a9.2(b) shall not be available to any a party whose breach if (i) the issuance of any representationsuch final, warranty, covenant non-appealable Restraint was primarily due to or agreement set forth in this Agreement has been the cause of, or primarily resulted in, from the failure of the Offer Closing such party to perform its obligations under this Agreement or (ii) such party shall not have used its commercially reasonable efforts to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or OrderRestraint lifted.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) terminated by either Parent or the CompanyCompany at any time before the Effective Time: (a) if the Offer Closing shall Merger has not have occurred on or before been consummated by February 9, 2012 (the Outside “Termination Date”); provided, howeverthat notwithstanding the foregoing, that the right to terminate this Agreement pursuant to under this Section 8.02(a7.2(a) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in of this Agreement has been the cause of, or resulted in, materially contributed to the failure of to consummate the Offer Closing to have occurred on or before the Outside Date; orMerger 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 is not obtained upon a vote taken thereof (or adjournment, postponement or recess thereof); or (c) if any Governmental Entity of competent jurisdiction Authority shall have enacted, issued, promulgated, enforced or entered issued any Law or Order making illegal, that permanently enjoining enjoins or otherwise permanently prohibiting the prohibits consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law Order is or Order shall have become final and nonappealable; provided, however, that the right party seeking to terminate this Agreement pursuant to this Section 8.02(b7.2(b) shall not have used reasonable best efforts to challenge such Order and cause such Order to be available to any party whose breach of any representationwithdrawn, warrantyrescinded, covenant terminated, cancelled or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Orderotherwise nullified.

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the CompanyClosing: (a) if the Offer Closing shall Merger has not have occurred been consummated on or before July 31, 2021 (the Outside “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a9.02(a) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the contributing cause of, or was a contributing factor that resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced enforced, or entered any Law or Order making illegal, permanently enjoining enjoining, or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b9.02(b) shall not be available to any party whose breach of any representation, warranty, covenant covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement enforcement, or entry of any such Law or Order; or (c) if the Stockholders do not ratify and approve the Merger Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated, and terminated by either Parent or the transactions contemplated by this Agreement may be abandoned, Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by either Parent or the Company:): (a) if the Offer Closing shall Merger has not have occurred been consummated on or before December 31, 2013 (the Outside "End Date"); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Offer Closing Merger to have occurred be consummated on or before the Outside End Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated herebyby this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order.; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption in connection with obtaining the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof). 3270196v3

Termination by Either Parent or the Company. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders shareholders of the Company) by either Parent or the Company: (a) if the Offer Closing shall not have occurred on or before the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the failure of the Offer Closing to have occurred on or before the Outside Date; or; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining enjoining, restraining, preventing or otherwise permanently prohibiting the consummation of the Offer or the Merger or the other transactions contemplated hereby, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; or (c) if the adoption of this Agreement by the Company’s shareholders is required by applicable Law, if the Requisite Company Vote is not obtained at the Company Shareholders Meeting duly convened therefor (or at any adjournment or postponement thereof permitted by this Agreement) at which a quorum is present and the vote to adopt this Agreement is taken.