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 may be abandoned at any time prior to the Effective Time Time, whether before or after the approval by stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of either Parent or the Company and by written notice if: (a) the Merger shall not have been consummated by 11:59 p.m.December 31, New York City time, March 15, 20082005, 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 Company’s stockholders required by Section 7.1(a8.1(a) shall not have been obtained at the Stockholders’ Company 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 (appealable, whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a))Company; provided provided, however, that in each case the right to terminate this Agreement pursuant to this Section 8.2 clause (a) 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 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 11:59 p.m.February 28, New York City time, March 15, 20082000, 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, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in SECTION 7.1(c); (b) the approval by the stockholders of the Company referred to in Section Company's stockholders 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 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 provided, that in each case the right to terminate this Agreement pursuant to this Section 8.2 clause (a) or (b) 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 caused the occurrence of the failure of a condition the Merger to be consummated or the consummation of the Mergerstockholder approval to be obtained.

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.May 22, New York City time, March 15, 20082011, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date the “Termination Date”); ; (b) the approval Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ such Stockholders Meeting or at any adjournment or postponement thereof; or 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 adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); 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 primarily 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: if (a) the Merger shall not have been consummated by 11:59 p.m.December 31, New York City time, March 15, 20082006, 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 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(aCompany)); , 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 Company Board of directors Directors or Parent Board of either Parent or the Company if: Directors if (a) the Merger Effective Time shall not have been consummated occurred by 11:59 p.m.November 30, New York City time, March 15, 20082007, whether such date is before or after the date of approval the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) 4.4 (the “Termination Date”); ; (b) the approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) 4.4 shall not have been obtained at the Stockholders’ Company Meeting or at any adjournment or postponement thereof; or (c) any Restraints injunction or similar restraint or order issued or entered by a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)4.4); provided provided, that in each case the right to terminate this Agreement pursuant to this Section 8.2 6.2 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 caused 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.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 15, 2008six (6) months after the date of this Agreement (the “Termination Date”), whether such date is before or after the date of approval by the stockholders adoption 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 this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party if such party’s breach of or failure to perform its obligations under this Agreement materially contributed to, or resulted in, the failure to consummate the transactions contemplated hereby by the Termination Date; or (b) any Law permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, whether before or after the adoption of 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 primary caused 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 (acting upon the direction of the Special Committee) if: (a) the Merger shall not have been consummated by 11:59 p.m.November 23, New York City time, March 15, 20082013, whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); (b) the approval Stockholders Meeting shall have been held and completed (and the polls shall have been closed) and 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’ Meeting or at any adjournment or postponement thereofsuch Stockholders Meeting; 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 adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)); 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 primarily 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 Board of directors Directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by 11:59 p.m.August 31, New York City time, March 15, 2008, 2003 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 Company’s stockholders vote upon this Agreement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders’ Meeting thereat 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)Company); provided provided, that in each case the right to terminate this Agreement pursuant to this Section 8.2 clause (a) 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 Merger to the consummation of the Mergerbe consummated.

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 Board of directors Directors of either Parent or the Company if: if (ai) the Merger shall not have been consummated by 11:59 p.m.April 30, New York City time, March 15, 20081999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) Company; (the “"Termination Date”"); , (bii) the approval by the stockholders of the Company referred to in Company's stockholders 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 thereof (cthe "Company Shareholders Meeting") or (iii) 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 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 Merger to the consummation of the Mergerbe consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger and the other 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: or Parent if (a) the Merger shall not have been consummated by 11:59 p.m.on or before September 30, 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) 2006 (the “Termination "Outside Date”"); , (b) the approval by the stockholders of the Company referred to in Section 7.1(a) there shall not have been obtained at the Stockholders’ Meeting or at be any adjournment or postponement thereof; or (c) any Restraints permanently restraining, enjoining or otherwise prohibiting Law that makes consummation of the Merger shall become illegal or otherwise prohibited or any Order (which the parties used their reasonable best efforts to remove, resolve or lift) that is final and non-appealable (whether before or after nonappealable preventing the approval by the stockholders consummation of the Company referred to Merger or (c) the condition set forth in Section 7.1(a))6.1(d) hereof shall fail to be satisfied on or prior to the second Business Day after August 15, 2006; provided provided, that in each case the right to terminate this Agreement pursuant to this Section 8.2 7.2 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 failure of the Merger to be consummated or, as the case may be, the failure of a the condition set forth in Section 6.1(d) hereof to the consummation of the Mergerbe satisfied.

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 of directors of either Parent or the Company if: if (a) the Merger shall not have been consummated by 11:59 p.m., New York City time, March August 15, 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”); , (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 (or, in the case of any adjournment or postponement thereof; or , the latest such adjournment or postponement) 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(aCompany)); , 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 (by action of its board of directors) if: (a) the Merger shall not have been consummated by 11:59 p.m.December 1, New York City time, March 15, 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”); (b) the approval 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 (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 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.October 4, New York City time2017 (such date, March 15including any permitted extensions thereof, 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 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 Stockholders Meeting (including any adjournments or after postponements thereof, subject to Section 6.4(a)) shall have been held and been concluded and the approval by the stockholders of the Requisite Company referred to in Section 7.1(a))Vote shall not have been obtained; 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 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 of directors of either Parent or the Company if: (a) the Merger shall not have been consummated by 11:59 p.m.May 10, New York City time, March 15, 20082019 (the “Termination Date”), whether such date is before or after the date of approval adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (the “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 occurred at the Stockholders’ Meeting a meeting duly convened therefor or at any adjournment or postponement thereofthereof at which a vote upon the adoption of this Agreement was taken; or (c) any Restraints permanently Law or Order restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (appealable, whether before or after the approval adoption of 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 caused or resulted in the failure of a condition the Merger to the consummation of the Mergerbe consummated.