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

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m., New York City time, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by 11:59 p.m.August 5, New York City time2015 (as it may be extended below, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); , provided that if on such date any of the conditions to the Closing set forth in Section 8.1(b) or Section 8.1(c) (to the extent that such Restraining Order is in respect of any Required Government Consent) shall not have been fulfilled but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, then the Termination Date shall, without any action on the part of the parties, be extended to November 5, 2015, (b) the approval by the stockholders of the Requisite Company referred to in Section 7.1(a) Vote shall not have been obtained at the Stockholders’ Shareholders Meeting or at any adjournment or postponement thereof; or of the Shareholders Meeting taken in accordance with this Agreement or (c) any Restraints Restraining Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 9.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach Agreement, including Section 7.4(b), in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerMerger or the failure of the Merger to occur by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m., New York City time, March 15, 2008, whether such the date is before or after nine months from the date of approval by the stockholders of the Company referred to in Section 7.1(a) 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 if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the breach or failure of such Party to perform in a material respect any of its obligations under this Agreement; (b) the approval by Company Shareholders Meeting shall have occurred and the stockholders of the Required Company referred to in Section 7.1(a) Vote shall not have been obtained at the Stockholders’ Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining Law or otherwise prohibiting consummation of injunction having the Merger effect set forth in Section 7.1(d) shall be in effect and shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to any party that has breached a Party if the issuance of such final, non-appealable Law or injunction was primarily due to the breach or failure of such Party to perform in any a material respect any of its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the board of directors of either Parent Company Board or the Company Parent Board, if: (a) the Merger shall not have been consummated by 11:59 5:00 p.m., New York City (Israel time) on June 30, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2023 (the “Termination Outside Date”); provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any Party that has breached its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger prior to the Outside Date; (b) the approval by the stockholders of the Requisite Company referred to in Section 7.1(a) Vote shall not have been obtained at the Stockholders’ Company Shareholders Meeting or at any adjournment or postponement thereofthereof taken in accordance with this Agreement; or (c) any Restraints Law or Governmental Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to any party Party that has breached its obligations set forth in this Agreement in any material respect its obligations under this Agreement and such breach manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action Time, whether before or after receipt of the board of directors of Company Shareholder Approval, by either Parent or the Company or Parent if: (ai) the Merger Integrated Mergers are not consummated on or before the End Date; provided, however, that the right to terminate this Agreement under this Section 8.01(b)(i) shall not have been consummated by 11:59 p.m., New York City time, March 15, 2008, whether be available to any party if such date is before or after the date of approval by the stockholders failure of the Company referred Integrated Mergers to occur on or before the End Date is the result of a breach of this Agreement by such party or the failure of any representation or warranty of such party contained in this Agreement to satisfy the condition set forth in Section 7.1(a7.02(a) (the “Termination Date”or Section 7.03(a), as applicable; (bii) the approval by the stockholders of the Company referred to condition set forth in Section 7.1(a7.01(d) shall is not have been obtained at satisfied and the Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall Legal Restraint giving rise to such non-satisfaction has become final and non-appealable appealable; provided, however, that (whether before or after A) the approval by right to terminate this Agreement under this Section 8.01(b)(ii) shall not be available to any party if such failure to satisfy the stockholders of the Company referred to condition set forth in Section 7.1(a)); provided that in each case 7.01(d) is the right result of a failure of such party to comply with its obligations pursuant to Section 6.03 and (B) the party seeking to terminate this Agreement pursuant to this Section 8.2 8.01(b)(ii) shall not be available have used reasonable best efforts to any prevent the entry of such final and non-appealable Legal Restraint and to remove such Legal Restraint; or (iii) if its board of directors determines in good faith that the other party that has breached acted in any material respect its bad faith in breach of such other party’s obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerSection 6.01(h).

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m., New York City time, March 15, 2008, whether such the date is before or after falling six months from the date of approval by the stockholders of the Company referred to in Section 7.1(a) 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 if the failure of the Merger to have been consummated on or before the Termination Date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under this Agreement; (b) the approval by Company Shareholders Meeting shall have occurred and the stockholders of the Required Company referred to in Section 7.1(a) Vote shall not have been obtained at the Stockholders’ Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining Law or otherwise prohibiting consummation of injunction having the Merger effect set forth in Section 7.1(b) shall be in effect and shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to any a party that has breached if the issuance of such final, non-appealable Law or injunction was primarily due to the breach or failure of such party to perform in any a material respect any of its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger shall will not have been consummated by 11:59 p.m., New York City time, March 15, 2008the End Date, whether such date is before or after the date of approval by the stockholders Requisite Company Vote is obtained; provided, however, that if all of the Company referred conditions to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(a7.1(b) and Section 7.1(c) (but, in the “Termination Date”case Section 7.1(c); , only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation), the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, (b) the approval by the stockholders of the Requisite Company referred to in Section 7.1(a) shall Vote has not have been obtained at the Stockholders’ Shareholders Meeting or at any adjournment or postponement thereof; or of the Shareholders Meeting taken in accordance with this Agreement or (c) any Restraints Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall will not be available to any party that has breached in any material respect its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Arrangement may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) the Merger Arrangement shall not have been consummated by 11:59 p.m.December 31, New York City time, March 15, 20082000, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”"TERMINATION DATE"); , (bii) the approval by the stockholders of the Company referred to in Company's shareholders required by Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting a meeting duly convened therefor or at any adjournment or postponement thereof; or , (ciii) the Bermuda Court shall fail to sanction the Scheme of Arrangement or (iv) any Restraints Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Arrangement shall become final and non-appealable (whether before or after the approval by the stockholders shareholders of the Company referred to in Section 7.1(a)or Parent); provided PROVIDED, that in each case the right to terminate this Agreement pursuant to this Section 8.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Arrangement to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if:; (a) the Merger shall not have been consummated by 11:59 p.m.December 8, New York City time, March 15, 20082009, whether such date is before or after the date of approval of the Merger pursuant to this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval of the Merger pursuant to this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting or at Stockholders Meeting, including any adjournment or postponement thereof; or (c) any Restraints Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of the Merger pursuant to this Agreement by the stockholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m., New York City time, March 15October 31, 20082007, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders shareholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company (in the case of the Company, acting upon the recommendation of the Independent Committee) if: (a) the Merger shall not have been consummated by 11:59 p.m.November 8, New York City time2013 (the "Termination Date"); provided, March 15however, 2008that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a Party whose breach of, whether such date is before or after failure to fulfill any of its obligations under, this Agreement has been the date of approval by primary cause of, primarily resulted in, or materially contributed to the stockholders failure of the Company referred Closing to in Section 7.1(a) (the “Termination Date”)occur by such date; (b) the approval by the stockholders of the Company referred to in Section 7.1(a) Shareholder Approval shall not have been obtained at the Stockholders’ Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints Governmental Entity of competent jurisdiction shall have issued a final, non-appealable Order permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))contemplated hereby; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to a Party whose breach of, or failure to fulfill any party that has breached in any material respect of its obligations under under, this Agreement and such breach shall have proximately has been the primary cause of, primarily resulted in, or materially contributed to the occurrence of the failure of a condition to the consummation of the Mergersuch Order.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board respective boards of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m., New York City timetime on January 30, March 152012 (such date, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the Merger to occur on or prior to such date; (b) the Shareholders Meeting shall have been held and completed and approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ such Shareholders Meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a); or (c) any Restraints permanently Order restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Mergerappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of either Parent or the Company if: (a) upon the Merger shall not have been consummated by 11:59 p.m.occurrence of a Termination Event; provided, New York City timehowever, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated. For the purposes of this Agreement, a condition “Termination Event” is deemed to occur if: (a) the Company Requisite Vote shall not have been obtained at the Company Shareholder Meeting or at any adjournment or postponement thereof (and the Shareholder Consent shall not have been obtained); or (b) any Law or Order permanently restraining, enjoining, or otherwise prohibiting consummation of the MergerMerger shall become final and non-appealable (whether before or after the approval of the Merger by the Company Requisite Vote); or (c) the Closing shall not have occurred prior to January 31, 2005; provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of or shall have resulted in the failure of the Closing to occur prior to such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be Transactions abandoned by either Parent or the Company at any time prior to the Effective Time by action of upon written notice to the board of directors of either Parent or the Company ifother party: (a) at any time after 12:01 a.m. Eastern Time on October 12, 2023 (the Merger “Outside Date”) if the Effective Time shall not have been consummated by 11:59 p.m.occurred on or before the Outside Date; provided, New York City time, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”); (b) the approval by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a)); provided that in each case the right to terminate this Agreement pursuant to under this Section 8.2 ‎8.2(a) shall not be available to any party that has breached in to this Agreement if the failure of such party to perform any material respect of its obligations covenants or agreements under this Agreement and that constitutes a material breach of this Agreement by such breach shall have proximately contributed to the occurrence party has been a principal cause of the failure of the Effective Time to occur by the Outside Date; (b) if any Order having the effect set forth in Section ‎7.1(b) shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section ‎8.2(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 Company Stockholder Approval shall not have been obtained upon a condition to vote taken at the consummation Company Meeting or any adjournment or postponement thereof at which a vote on the adoption of the Mergerthis Agreement is taken.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time Time, by action of the board of directors of either Parent or the Company or Parent if: (a) the Merger shall not have been consummated by 11:59 p.m., 5:00 p.m. (New York City time) on March 31, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2019 (the “Termination Outside Date”);; provided, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to any party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger; or (b) the approval by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting or at any adjournment or postponement thereof; or (c) any Restraints Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided that in each case the right to terminate this Agreement pursuant to this Section 8.2 9.2(b) shall not be available to any party that has breached in any material respect its obligations under set forth in this Agreement and such breach in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the board of directors of either Parent Company Board or the Parent Board (in the case of the Company Board, acting upon the recommendation of the Special Committee) if: (a) the Merger shall not have been consummated by 11:59 p.m.August 5, New York City time, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2016 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 9.02(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 approval by Company Shareholders Meeting shall have been held and the stockholders of the Company referred to in Section 7.1(a) Shareholder Approval shall not have been obtained at the Stockholders’ such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining Law or otherwise prohibiting consummation of Order having the Merger effect set forth in Section 8.01(b) shall be in effect and shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 9.02(c) shall not be available to any party that has breached if the issuance of such final, non-appealable Law or Order was primarily due to the breach or failure of such party to perform in any a material respect any of its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by 11:59 p.m.(i) December 31, New York City time2006, or (ii) if the conditions set forth in Section 7.1(b) have not been satisfied by December 31, 2006, but all other conditions set forth in Article VII are capable of being satisfied as of such date, then March 1531, 20082007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”"TERMINATION DATE"); , (b) the approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Stockholders Meeting or at any adjournment or postponement thereof; or thereof or (c) any Restraints Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a)Company); provided PROVIDED that in each case the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, whether before or after receipt of Stockholder Approval, by action of the board Company Board or Parent Board (in the case of directors of either Parent or the Company Board, acting upon the recommendation of the Special Committee) if: (a) the Merger shall not have been consummated by 11:59 p.m.December 10, New York City time, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2014 (the “Termination End 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 on or before the End Date; (b) the approval by the stockholders of the Company referred to in Section 7.1(a) Stockholder Approval shall not have been obtained at the Stockholders’ Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting consummation of Restraint having the Merger effect set forth in Section 7.1(b) hereof shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 8.2(c) shall not be available to any party that has breached in Party who initiated a Restraint or whose failure to fulfill any material respect its obligations obligation under this Agreement and such breach shall have proximately has been the primary cause of, primarily resulted in, or materially contributed to the occurrence issuance of the failure of a condition to the consummation of the Mergersuch final, non-appealable Restraint.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Acceptance Time by action of the board of directors of either Parent or the Company if: (a) the Merger Acceptance Time shall not have been consummated occurred by 11:59 p.m., New York City p.m. (Pacific Standard time, March ) on July 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2023 (the “Termination Date”), provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to any party whose material breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Acceptance Time to occur by the Termination Date; (b) the approval by the stockholders Offer shall have terminated or expired in accordance with its terms as a result of the Company referred non-satisfaction of the Minimum Condition (subject to in the rights and obligations of Parent or Purchaser to extend the Offer pursuant to Section 7.1(a1.1(d)(ii)); provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to (x) Parent or Purchaser if Parent or Purchaser shall have been obtained at failed to comply in any material respect with their respective obligations under Section 1.1(d)(ii) or Section 1.1(e) or (y) the Stockholders’ Meeting Company if the Company shall have failed to comply in any material respects with its obligations under Section 1.2 or at any adjournment or postponement thereofSection 6.2(a); or (c) any Restraints Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided that in each case the right to terminate this Agreement pursuant to under this Section 8.2 8.2(c) shall not be available to any party that has breached in Party if its material breach of any material respect its obligations under provision of this Agreement and such breach shall have proximately contributed to has been the occurrence of cause of, or resulted in the failure of a condition the Acceptance Time to occur by the consummation of the MergerTermination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the board Company (acting upon the direction of directors of either Parent the Special Committee) or the Company Parent Board if: (a) the Merger shall not have been consummated by 11:59 p.m.May 23, New York City time, March 15, 2008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) 2017 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 9.2(a) shall not be available to a party whose failure to fulfill any obligation under this Agreement or the Support Agreement has been the primary cause of, primarily resulted in, or materially contributed to the failure of the Closing to occur by such date or the Support Agreement; (b) the approval by Company Shareholders Meeting shall have been held and the stockholders of the Company referred to in Section 7.1(a) Shareholder Approval shall not have been obtained at the Stockholders’ such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining Law or otherwise prohibiting consummation of Order having the Merger effect set forth in Section 8.1(b) shall be in effect and shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))appealable; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 9.2(c) shall not be available to any party that has breached if the issuance of such final, non-appealable Law or Order was primarily due to the breach or failure of such party to perform in any a material respect any of its obligations under this Agreement and such breach shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the MergerAgreement.