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 the date nine months from the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a Party 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 Company Shareholders Meeting shall have occurred and the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to 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 a material respect any of its obligations under this Agreement.

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 or Parent if: (a) the Merger shall not have been consummated by the date nine months from the date of this Agreement October 14, 2011 (the “Termination Date”), whether such date is before or after the Company Stockholder Approval is obtained; provided, however, provided that the right to terminate this Agreement under pursuant to this Section 8.2(a7.2(a) shall not be available to a Party any 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 party to perform in a material respect any of its obligations under this Agreement; (b) the Company Shareholders Stockholders Meeting shall have occurred been held and completed and the Required Company Vote Stockholder Approval shall not have been obtained at the Company Shareholders such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Law Order permanently restraining, enjoining or injunction having otherwise prohibiting consummation of the effect set forth in Section 7.1(d) Merger shall be in effect and shall have become final and non-appealable; provided, however, provided that the right to terminate this Agreement pursuant to this Section 8.2(c7.2(c) shall not be available to a Party any party if the issuance issuance, promulgation, enforcement or entry of such finalOrder, non-appealable Law or injunction the Order becoming final and non appealable, was primarily due to the breach or failure of such Party party to perform in a material respect any of its obligations under this Agreement.

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 the date nine falling six months from the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a Party 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 party to perform in a material respect any of its obligations under this Agreement; (b) the Company Shareholders Meeting shall have occurred and the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d7.1(b) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to a Party party if the issuance of such final, non-appealable Law or injunction was primarily due to the breach or failure of such Party party to perform in a material respect any of its obligations under this Agreement.

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 Company Board of Directors of either Parent 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 on or before the date nine that is twelve (12) months from after the date of this Agreement (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a) shall not be available to a Party if 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 Merger Closing to have been consummated on or before the Termination Date was primarily due to the breach or failure of occur by such Party to perform in a material respect any of its obligations under this Agreementdate; (b) the Company Shareholders Meeting shall have occurred been held and the Required Company Vote Shareholder Approval shall not have been obtained at the such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) Restraint shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to a Party any party if the issuance of such final, non-appealable Law or injunction Restraint was primarily due to the breach or failure of such Party party to perform in a material respect any of its obligations under this Agreement.

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 shall Integrated Mergers are not have been consummated by on or before the date nine months from the date of this Agreement (the “Termination End Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a8.01(b)(i) shall not be available to a Party any party if the such failure of the Merger Integrated Mergers to have been consummated occur on or before the Termination End Date was primarily due to is the result of a breach of this Agreement by such party or the failure of any representation or warranty of such Party party contained in this Agreement to perform in a material respect any of its obligations under this Agreement; (b) satisfy the Company Shareholders Meeting shall have occurred and the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect condition set forth in Section 7.1(d7.02(a) shall be or Section 7.03(a), as applicable; (ii) the condition set forth in effect Section 7.01(d) is not satisfied and shall have the Legal Restraint giving rise to such non-satisfaction has become final and non-appealable; provided, however, that (A) the 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 condition set forth in Section 7.01(d) is the 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(c8.01(b)(ii) shall not be available have used reasonable best efforts to a Party if prevent the issuance entry of such final, final and non-appealable Law or injunction was primarily due Legal Restraint and to remove such Legal Restraint; or (iii) if its board of directors determines in good faith that the other party has acted in bad faith in breach or failure of such Party to perform in a material respect any of its other party’s obligations under this AgreementSection 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 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 the date nine months from the date of this Agreement 11:59 p.m. (Pacific Standard time) on July 15, 2023 (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 any party whose material breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Merger Acceptance Time to have been consummated on or before occur by 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 AgreementDate; (b) the Company Shareholders Meeting Offer shall have occurred and terminated or expired in accordance with its terms as a result of the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) shall be in effect and shall have become final and non-appealablesatisfaction of the Minimum Condition (subject to the rights 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 pursuant 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 if the Company shall have failed to comply in any material respects with its obligations under Section 1.2 or Section 6.2(a); or (c) any Law or Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement under this Section 8.2(c) shall not be available to a any Party if its material breach of any provision of this Agreement has been the issuance of such finalcause of, non-appealable Law or injunction was primarily due to resulted in the breach or failure of such Party the Acceptance Time to perform in a material respect any of its obligations under this Agreementoccur by the Termination Date.

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 the date nine months from the date of this Agreement 5:00 p.m. (New York time) on March 31, 2019 (the “Termination Outside 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 Company Shareholders Meeting shall have occurred and the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c9.2(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 Party if condition to the issuance consummation of such finalthe Merger; or (b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable Law or injunction was primarily due appealable; provided that the right to terminate this Agreement pursuant to this Section 9.2(b) 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 breach or occurrence of the failure of such Party a condition to perform in a material respect any the consummation of its obligations under this Agreementthe 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 (in the case of the Company, acting upon the recommendation of the Independent Committee) if: (a) the Merger shall not have been consummated by the date nine months from the date of this Agreement November 8, 2013 (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 whose breach of, or failure to fulfill any of its obligations under, this Agreement has been the primary cause of, primarily resulted in, or materially contributed to the failure of the Merger Closing to have been consummated on or before the Termination Date was primarily due to the breach or failure of occur by such Party to perform in a material respect any of its obligations under this Agreementdate; (b) the Company Shareholders Meeting shall have occurred and the Required Company Vote Shareholder Approval shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) shall be in effect and Governmental Entity of competent jurisdiction shall have become final and issued a final, non-appealableappealable Order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger contemplated hereby; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to a Party if the issuance of such finalwhose breach of, non-appealable Law or injunction was primarily due to the breach or failure of such Party to perform in a material respect fulfill any of its obligations under under, this AgreementAgreement has been the primary cause of, primarily resulted in, or materially contributed to such 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 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 the date nine months from the date of this Agreement May 23, 2017 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a9.2(a) shall not be available to a Party if 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 Merger Closing to have been consummated on occur by such date 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 Support Agreement; (b) the Company Shareholders Meeting shall have occurred been held and the Required Company Vote Shareholder Approval shall not have been obtained at the such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction Order having the effect set forth in Section 7.1(d8.1(b) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c9.2(c) shall not be available to a Party any party if the issuance of such final, non-appealable Law or injunction Order was primarily due to the breach or failure of such Party party to perform in a material respect any of its obligations under this Agreement.

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) upon the Merger shall not have been consummated by the date nine months from the date occurrence of this Agreement (the “a 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 Company Shareholders Meeting shall have occurred and the Required Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction having the effect set forth in Section 7.1(d) shall be in effect and shall have become final and non-appealableEvent; provided, however, 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 proximately contributed to the occurrence of the failure of the Merger to be consummated. For the purposes of this Agreement, a “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 Merger 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 a Party if any party whose failure to fulfill any obligation under this Agreement shall have been the issuance cause of such final, non-appealable Law or injunction was primarily due to shall have resulted in the breach or failure of the Closing to occur prior to such Party to perform in a material respect any of its obligations under this Agreementdate.

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 Company Board of Directors of either Parent 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 the date nine months from the date of this Agreement August 5, 2016 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.2(a9.02(a) shall not be available to a Party if 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 Merger Closing to have been consummated on or before the Termination Date was primarily due to the breach or failure of occur by such Party to perform in a material respect any of its obligations under this Agreementdate; (b) the Company Shareholders Meeting shall have occurred been held and the Required Company Vote Shareholder Approval shall not have been obtained at the such Company Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction Order having the effect set forth in Section 7.1(d8.01(b) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c9.02(c) shall not be available to a Party any party if the issuance of such final, non-appealable Law or injunction Order was primarily due to the breach or failure of such Party party to perform in a material respect any of its obligations under this Agreement.

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 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 the date nine months from the date of this Agreement December 10, 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 if 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 Merger Closing to have been consummated occur 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 AgreementEnd Date; (b) the Company Shareholders Meeting shall have occurred and the Required Company Vote Stockholder Approval shall not have been obtained at the Company Shareholders Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Law or injunction Restraint having the effect set forth in Section 7.1(d7.1(b) shall be in effect and hereof shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any Party who initiated a Party if Restraint or whose failure to fulfill any obligation under this Agreement has been the primary cause of, primarily resulted in, or materially contributed to the issuance of such final, non-appealable Law or injunction was primarily due to the breach or failure of such Party to perform in a material respect any of its obligations under this AgreementRestraint.