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 December 18, 2018, whether such date is before or after the Written Consent shall have been obtained (the “Termination Date”); or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtained); provided that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately 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 contemplated hereby 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 December 18, 2018, whether such date is before or after the Written Consent shall have been obtained (the “Termination Date”); or (b) any Order by a Governmental Entity of competent jurisdiction in a jurisdiction in which any of the Company or Parent has substantial operations permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable (whether before or after the Written Consent adoption of this Agreement by the shareholders of the Company referred to in Section 8.01(a)); provided, however, that the terminating party shall have been obtainedcomplied with its obligations under Section 7.04 (Reasonable Best Efforts); provided that or (b) if (i) the right Offer Closing shall not have occurred on or before the Outside Date, and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.2 9.02(c) shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or substantially contributed to the occurrence of failure to consummate the failure of a condition to the consummation of the MergerOffer Closing on or before such 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: if (ai) the Merger shall not have been consummated by December 18June 30, 20181998, whether such date is before or after the Written Consent date of approval by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (the “Termination Date”); or (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-non- appealable (whether before or after the Written Consent shall have been obtainedapproval by the stockholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this Section 7.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence failure of the failure of a condition Merger to the consummation of the Mergerbe consummated.

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 December 185:00 p.m. local time on March 31, 2018, whether such date is before or after the Written Consent shall have been obtained 2021 (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 if it is then in material breach of any of its representations, warranties, obligations or agreements hereunder; or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtained)appealable; provided that the right to terminate this Agreement pursuant to this Section 7.2 9.2(b) shall not be available to any party Party that has breached in any material respect its obligations under 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.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Offer, Merger, and other transactions contemplated by this Agreement 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) Merger Sub has not accepted Shares for payment pursuant to the Merger shall not have been consummated by December 18Offer on or before November 30, 20182012, whether such date is before or after the Written Consent shall have been obtained (the “Termination Date”); or , (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable, or (whether before or after c) the Written Consent Offer shall have been obtained)terminated or expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the Offer; provided that the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition event which gave rise to the consummation of the Mergertermination right under this Section 8.2.

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 Board or the Company if: Board if (ai) the Merger shall not have been consummated by December 1831, 20181999 (the "Termination Date"), whether such date is before or after the Written Consent date of approval of this Agreement by the Company Requisite Vote, if required; (ii) the Company's stockholders shall have been obtained rejected the Merger and the Merger Agreement at the Company Stockholder Meeting, if required, or at any adjournment or postponement thereof; or (the “Termination Date”); or (biii) any Order Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedapproval by the Company Requisite Vote, if required); provided that the right to terminate this Agreement pursuant to this Section 7.2 802 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger 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 Board of directors Directors of either Parent or the Company if: if (a) Merger Subsidiary shall have terminated the Merger Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 1831, 20181998, whether such date is before or after the Written Consent shall have been obtained approval by the stockholders of the Company or (the “Termination Date”); or (bc) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedapproval by the stockholders of the Company or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 7.2 clause (a) or clause (b) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Tender Offer or the Merger 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: if (a) the Merger shall not have been consummated by December 1831, 20182007, whether such date is before or after the Written Consent shall have been obtained date of approval by the shareholders of the Company (the “Termination Date”); or (b) the approval of this Agreement by the Company’s shareholders required by Section 7.1(a) shall not have occurred at the Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedapproval by the shareholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach results in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to be consummated 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 the board of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by December 18April 19, 2018, whether such date is before or after the Written Consent shall have been obtained 2021 (the “Termination Date”); (b) the receipt of the Requisite Company Vote referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Merger was taken; or (bc) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (appealable, whether before or after the Written Consent shall have been obtainedreceipt of the Requisite Company Vote referred to in Section 7.1(a); provided provided, that the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of caused or resulted in the failure of a condition the Merger 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 Merger Effective Time by action of the board Board of directors Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by December 18August 30, 20182003 (the "Termination Date"), whether such date is before or after the Written Consent adoption of this Agreement by holders of Company Common Shares, (ii) the Company shall not have been obtained the Company Requisite Vote, or (the “Termination Date”); or (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedadoption of this Agreement by holders of Company Common Shares); provided provided, however, that the right to terminate this Agreement pursuant to this Section 7.2 clause (i) above shall not be available to any party that has breached in any material respect its material obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger 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 December 18November 8, 20182016 (such date, whether such date is before or after the Written Consent shall have been obtained (including any permitted extensions thereof, the “Termination Date”); or; (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable appealable; or (whether before c) in the event that the Shareholders Meeting (including any adjournments or after the Written Consent postponements thereof, subject to Section 6.4(a)) shall have been held and been concluded and the Requisite Company Vote shall not have been obtained); provided that the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately primarily contributed to the occurrence of the failure of a such 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 Board of directors Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by December 18January 31, 2018, whether such date is before or after the Written Consent shall have been obtained 2001 (the “"Termination Date”"); or , (bii) the adoption of this Agreement by the Company's shareholders required by Section 8.1(a) shall not have occurred at a meeting duly convened therefore or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedadoption or approval by the shareholders of the Company); provided provided, that the right to terminate this Agreement pursuant to this Section 7.2 clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately approximately contributed to the occurrence failure of the failure of a condition Merger 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 Board of directors Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by December 18June 1, 2018, whether such date is before or after the Written Consent shall have been obtained 1999 (the “Termination "Outside Closing Date”"); or , or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger all conditions to Closing set forth in Section 8.1 shall become final and non-appealable (whether before or after the Written Consent shall not have been obtained)waived or satisfied by the Outside Closing Date; provided provided, that the right party seeking to terminate this Agreement pursuant as a result of the failure of the conditions set forth in Sections 8.1(c), (d) or (g) hereof shall have used all reasonable efforts to this remove such injunction, order, or decree; and provided, further, in the case of a termination under either Section 7.2 10.2(a) or Section 10.2(b) hereof, the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of consummate 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 Board of directors Directors of either Parent or the Company if: : (ai) the Merger shall not have been consummated 56 62 by December 1831, 2018, whether such date is before or after 2001; (ii) the Written Consent approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (the “Termination Date”); or (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedapproval by the shareholders of the Company or Parent); provided that the . The right to terminate this Agreement pursuant to this Section 7.2 clause (i) of the immediately preceding sentence shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at by any time prior to the Effective Time by action of the board of directors of either Parent or the Company if: parties hereto if (a) the transactions contemplated by this Agreement or the Merger shall not have been consummated by December 18April 15, 20181999, whether such date is before or after the Written Consent shall have been obtained (the “Termination Date”); or at any adjournment or postponement thereof, or (b) any Order permanently restraining, enjoining a federal or otherwise prohibiting state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents consummation of the Merger transactions contemplated by this Agreement or the Merger, and such injunction or order shall have become final and non-appealable (whether before or after the Written Consent shall have been obtained)appealable; provided provided, that the right party seeking to terminate this Agreement pursuant to this Section 7.2 clause (b) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement or the Merger Agreement in any manner that shall have proximately approximately contributed to the occurrence of failure to consummate the failure of a condition to the consummation of transactions contemplated by this Agreement or 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 December 18August 14, 2018, whether such date is before or after the Written Consent shall have been obtained 2020 (the “Termination Date”); (b) the receipt of the Requisite Company Vote referred to in Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Merger was taken; or (bc) any Law or Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (appealable, whether before or after the Written Consent shall have been obtainedreceipt of the Requisite Company Vote referred to in Section 7.1(a); provided provided, that the right to terminate this Agreement pursuant to this Section 7.2 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of caused or resulted in the failure of a condition the Merger 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 Board of directors Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by December 1831, 20181998, whether such date is before or after (b) the Written Consent approval of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (the “Termination Date”); or (bc) any Order permanently restraining, enjoining a federal or otherwise prohibiting state court of competent jurisdiction or other Governmental Entity shall have issued an injunction or other order which prevents consummation of the Merger Merger, and such injunction or order shall have become final and non-appealable (whether before or after the Written Consent shall have been obtained)appealable; provided provided, that the right party seeking to terminate this Agreement pursuant to this Section 7.2 clause (c) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have proximately approximately contributed to the occurrence of the failure of a condition to the consummation of consummate 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 Board of directors Directors of either Parent or the Company if: : (ai) the Merger shall not have been consummated by December 1831, 2018, whether such date is before or after 2001; (ii) the Written Consent approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (the “Termination Date”); or (biii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent shall have been obtainedapproval by the shareholders of the Company or Parent); provided that the . The right to terminate this Agreement pursuant to this Section 7.2 clause (i) of the immediately preceding sentence shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition the Merger to the consummation of the Mergerbe consummated.