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 Parent, by action of its board of directors, or the Company, by action of the Company Board, if (a) the Merger shall not have been consummated by March 31, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment 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 Company Requisite Vote has been obtained), provided, that 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 in any manner that shall have been the direct, principal and proximate cause of the failure to 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 Parent, by action of its board of directors, or the Company, by action of the board of directors of either Parent or the Company Board, if (a) the Merger shall not have been consummated by March 31September 30, 20132014, whether such date is before or after the date on which of approval of this Agreement by the shareholders of the Company Requisite Vote is obtained (referred to in Section 7.1(a), provided that such date, as it date may be extended pursuant by Parent, at its option, to December 31, 2014 if the provisions hereofClosing shall not have occurred by such date and on such date the condition set forth in Section 7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”); , (b) the Shareholders Meeting shall have been held and completed and approval of this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at such Shareholders the Shareholders’ Meeting or at any adjournment or postponement thereof; of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the shareholders of the Company Requisite Vote has been obtainedreferred to in Section 7.1(a), provided, ); provided that 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 in any manner that shall have been proximately contributed to the direct, principal and proximate cause occurrence of the failure of a condition to consummate 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 Parent, by action of its board of directors, or the Company, by action of the board of directors of either Parent or the Company Board, if (a) the Merger shall will not have been consummated by March 31, 2013the End Date, whether such date is before or after the date on which the Requisite Company Requisite Vote is obtained obtained; provided, however, that if all of the 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(b) and Section 7.1(c) (such datebut, as it in the 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 pursuant by Parent or the Company, by written notice to the provisions hereofother party, the “Termination Date”); to a date not later than November 15, 2017, (b) the Shareholders Meeting shall have been held and completed and the Requisite Company Requisite Vote shall has not have been obtained at such the Shareholders Meeting or at any adjournment or postponement thereof; of the Shareholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall have become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), appealable; provided, that 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 in any manner that shall have been the direct, principal and proximate cause of the failure to consummate the MergerAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by Parent, by action of its board of directors, or the Company, by action of the Company Board, if Time: (a) if the Merger shall has not have been consummated by March September 30, 2015; provided, however, that if the Merger has not been consummated by September 30, 2015, but on such date all of the conditions set forth in Article VI shall have been satisfied or waived, other than the conditions set forth in Section 6.1(c), then neither party is permitted to terminate this Agreement pursuant to this Section 7.2 until December 31, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained 2015 (any such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restrainingprovided, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), providedfurther, that the right to terminate this Agreement pursuant to under this Section 8.2 clause 7.2(a) shall not be available to any party that has breached to this Agreement whose breach of any representations or warranties set forth in this Agreement, or whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have hereunder, has been the directa principal cause of, principal and proximate cause of or resulted in, the failure to consummate the Merger by such date; (b) if this Agreement and the Statutory Merger Agreement have been submitted to the shareholders of the Company for approval and adoption at a duly convened Company Shareholders Meeting (or adjournment or postponement thereof), such Company Shareholders Meeting has been completed and the Requisite Company Vote is not obtained upon a vote taken thereon; (c) if any Laws prohibit consummation of the Merger; or (d) if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by Parent, by action of its board of directors, or the Company, by action of the Company Board, if Time: (a) if the Merger shall has not have been consummated by March December 31, 20132005 (or, whether such date is before or after if the date on which SEC reviews the Company Requisite Vote is obtained (such dateRegistration Statement, as it may be extended pursuant to the provisions hereofby January 31, the “Termination Date”); (b2006) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment 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 Company Requisite Vote has been obtained), provided, except that the right to terminate this Agreement pursuant to under this Section 8.2 clause (a) shall not be available to any party that has breached in to this Agreement whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have has been the directa principal cause of, principal and proximate cause of or resulted in, the failure to consummate the Merger by such date; provided, that the deadlines in this clause (a) shall be extended for an additional 30 calendar days if the condition described in Section 9.2(d)(i) is not met. (b) if this Agreement has been submitted to the shareholders of the Company for adoption at a duly convened Company Shareholder Meeting (or adjournment or postponement thereof) and the Requisite Company Vote is not obtained upon a vote taken thereon; (c) if any Law prohibits consummation of the Merger; or (d) if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

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 Parent, by action of its board of directors, or the Company, by action of the board of directors of either Parent or the Company Board, if (a) the Merger shall not have been consummated by March December 31, 20132007, whether such date is before or after the date on which of adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a), provided, however, that if Parent determines that additional time is obtained (such datenecessary in order to forestall any action to restrain, as it enjoin or prohibit the Merger by any Government Antitrust Entity or Section 6.5(e)(iii) is applicable, the Termination Date may be extended pursuant by Parent to a date not beyond April 30, 2008 (the provisions hereof"TERMINATION DATE"), the “Termination Date”); (b) the Shareholders Stockholders Meeting shall have been held (and completed not adjourned) and the adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; thereat, 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 adoption of this Agreement by the stockholders of the Company Requisite Vote has been obtainedreferred to in Section 7.1(a), provided, ); provided that 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 in any manner that shall have been proximately contributed to the direct, principal and proximate cause occurrence of the failure of a condition to consummate 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 Acceptance Time by Parent, by action of its board of directors, either Parent or the Company, by action of the Company Board, if if: (a) the Merger Acceptance Time shall not have been consummated occurred by March 3111:59 p.m. (Pacific Standard time) on July 15, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained 2023 (such date, as it may be extended pursuant to the provisions hereof, 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 Shareholders Meeting Offer shall have been held terminated or expired in accordance with its terms as a result of the non-satisfaction of the Minimum Condition (subject to the rights and completed and obligations of Parent or Purchaser to extend the Offer pursuant to Section 1.1(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 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 Company Requisite Vote if the Company shall not have been obtained at such Shareholders Meeting 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 or (c) any Order Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), provided, appealable; provided that 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 in any manner that shall have has been the directcause of, principal and proximate cause or resulted in the failure of the failure Acceptance Time to consummate occur by 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 whether before or after the adoption of this Agreement by Parent, by action stockholders of its board of directors, or the CompanyCompany referred to in Section 7.1(a), by action of the Board of Directors of either Parent or the Company Board, if (a) the Merger shall not have been consummated by March 31June 30, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained 2008 (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); (bprovided, however, that, if the condition set forth in Section 7.2(c) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been satisfied solely by reason of a Required Governmental Consent that has been obtained at but is not yet a Final Order, neither party may terminate this Agreement prior to the 60th day after receipt of such Shareholders Meeting or at any adjournment or postponement thereof; Required Governmental Consent, or (cb) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained)appealable, provided, provided that the right to terminate this Agreement pursuant to clause (a) of this Section 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 been proximately contributed to the direct, principal and proximate cause failure of the failure Merger to consummate 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 Parent, by action of its board of directors, or the Company, by action of the board of directors of either Parent or the Company Board, if (a) the Merger shall not have been consummated by (i) December 31, 2006, 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 31, 20132007, whether such date is before or after the date on which of approval by the stockholders of the Company Requisite Vote is obtained referred to in Section 7.1(a) (such datethe "TERMINATION DATE"), as it may be extended pursuant to the provisions hereof, the “Termination Date”); (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company Requisite Vote referred to in Section 7.1(a) shall not have been obtained at such Shareholders the Stockholders Meeting or at any adjournment or postponement thereof; 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 Company Requisite Vote has been obtainedapproval by the stockholders of the Company), provided, ; PROVIDED that 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 in any manner that shall have been proximately contributed to the direct, principal and proximate cause occurrence of the failure of a condition to consummate the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time by ParentTime, by action of its board of directors, Parent or the Company, by action of the Company Board, if if: (a) the Merger shall not have been consummated by March 31any court of competent jurisdiction or other Governmental Body has issued a final order, 2013decree, whether such date is before or after the date on which the Company Requisite Vote is obtained (such dateruling, as it may be extended pursuant to the provisions hereof, the “Termination Date”); (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at taken any adjournment or postponement thereof; or (c) any Order other final action permanently restraining, enjoining enjoining, or otherwise prohibiting consummation of the Merger shall Merger, and such order, decree, ruling, or other action has become final and non-appealable (whether before or after the Company Requisite Vote has been obtained)appealable; provided, providedhowever, that the right to terminate this Agreement pursuant to this Section 8.2 shall 7.2(a) will not be available to any party if the issuance of such order, decree, ruling or other action was primarily caused by the failure of such party to perform any of its obligations under this Agreement, including Section 5.8; (b) the Effective Time has not occurred on or prior to March 5, 2024 (the “Outside Date”); provided, however, that has breached if as of such date, any of the conditions set forth in Section 6.1(b) (solely to the extent that such order, decree, ruling or other action arises under the HSR Act or under any material respect Antitrust Law or Foreign Investment Law) or Section 6.1(a) is not satisfied, then the Outside Date will automatically be extended until June 5, 2024 (and such date will then be the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(b) will not be available to any party whose failure to fulfill any of its obligations under this Agreement in any manner that shall have (including Section 5.8) has been the direct, principal and proximate primary cause of the failure of the Effective Time to consummate have occurred on or prior to the Outside Date; or (c) the Company fails to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Merger may be abandoned Company at any time prior to the Effective Time by Parent, by action of its board of directors, or the Company, by action of the Company Board, if Time: (a) if the Merger shall has not have been consummated by March 31September 15, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained 2007 (such date, as it may be extended pursuant to the provisions hereof, the “Termination Outside Date”); (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment 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 Company Requisite Vote has been obtained), provided, except that the right to terminate this Agreement pursuant to under this Section 8.2 clause (a) shall not be available to any party that has breached in to this Agreement whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have has been the directa principal cause of, principal and proximate cause of or resulted in, the failure to consummate the Merger by such date; provided, that the Company may in its sole discretion extend the Outside Date to October 31, 2007 if (i) prior to September 7, 2007, the Company shall have notified Parent in writing that it desires to extend the Outside Date to October 31, 2007; (ii) such extension will not lead to a breach or acceleration of a Material Contract; and (iii) the Company shall have exercised the purchase options contemplated by each of the Material Contracts listed as items 50 and 51 in Section 3.9(e) of the Company Disclosure Letter (and the agreements referenced therein) on or prior to September 15, 2007 in accordance with the written instructions of Parent, if such written instructions shall have been received by the Company no later than September 13, 2007; (b) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting (or adjournment or postponement thereof) and the Requisite Company Vote is not obtained upon a vote taken thereon; (c) if any Law prohibits consummation of the Merger; or (d) if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time by Parent, by action of its board of directors, either Parent or the Company, by action of the Company Board, if if: (a) the Merger shall not have been consummated by March 315:00 p.m. (Eastern Time) on November 4, 2013, whether such date is before or after the date on which the Company Requisite Vote is obtained 2022 (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, however, that if the condition set forth in Section 7.1(c) has not been satisfied or waived prior to the Termination Date, but all other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), the Termination Date will be automatically extended to 5:00 p.m. (Eastern Time) on February 4, 2023; or (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment 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 Company adoption of this Agreement by the Requisite Vote has been obtainedStockholder Approval), ; provided, that 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 in any manner that shall have been proximately contributed to the direct, principal and proximate cause occurrence of the failure of a condition to consummate the consummation of the Merger.