Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Delta Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) prior to the receipt of the approval of the Company’s stockholders satisfying the condition set forth in Section 8.1(a), the Board of Directors of the Company (i) publicly withholds or withdraws, or publicly proposes to withhold or withdraw, the Company Recommendation, (ii) fails to reaffirm the Company Recommendation within fifteen business days of receipt of Parent’s written request at any time when an Acquisition Proposal shall have been made a Company Change in Recommendation; and not rejected by the Board of Directors of the Company, provided that such fifteen-business-day period shall be extended for fifteen business days following any material modification to such Acquisition Proposal occurring after the receipt of Parent’s written request and provided, howeverfurther, that such fifteen-business-day period shall recommence each time an Acquisition Proposal has been made following the receipt of Parent’s written request by a Person that had not made an Acquisition Proposal prior to the receipt of Parent’s written request, or (iii) approves or recommends, or publicly proposes to approve or recommend, or authorizes the Company to enter into a binding agreement reflecting, any Acquisition Proposal (any of the foregoing, a “Company Adverse Recommendation Event”); (b) prior to the receipt of the approval of Parent’s stockholders satisfying the condition set forth in Section 8.1(a), the Board of Directors of Parent will not have approves a Superior Proposal in accordance with Section 7.2(b)(ii) and authorizes Parent to enter into a binding written agreement with respect to that Superior Proposal and, in connection with the right to terminate termination of this Agreement pursuant and entering into the agreement reflecting the Superior Proposal, pays to this Section 7.04(a) if the Company Requisite Vote has been obtainedin immediately available funds the Parent Termination Fee required to be paid by Section 9.5(c); or (bc) there has been a material breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and or warranty shall of the Company will have become untrue after the date of this Agreement, such so that Sections 6.02(aSection 8.2(a) or 6.02(b8.2(b) would not be satisfied and such this breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure curable by the earlier of Termination Date (x) as the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not same may be satisfied (unless capable of being cured within 30 daysextended). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent Parent, if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have breached or failed to perform any of the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant covenants or agreement made by the Company other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in SECTION 7.3(A) OR (B) would not be satisfied as of the time of such breach or as of such time as such representation and or warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aand (ii) or 6.02(b) would not be satisfied and such breach or failure to be true has not been or is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable incapable of being cured within 30 days).twenty (20) business days following receipt by the Company of notice of such failure to comply; or (cb) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board board of Directors directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent authorizes Parent, to its approval or recommendation of the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of Merger or this Agreement, (ii) concurrently with the termination Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company in favor of adoption of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (iv) the Company or any of its officers or directors shall have entered into discussions or negotiations in immediately available funds violation of SECTION 6.3, (v) the board of directors of the Company or any fees required committee thereof shall have resolved to be paid pursuant do any of the foregoing or (vi) any Company Acquisition Proposal is consummated or an agreement with respect to Section 7.05(c).any Company Acquisition Proposal is validly signed on behalf of the Company. 57

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board board of Directors directors of Parent at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained (unless otherwise specified below), upon written notice to the Company specifying the provision of this Agreement pursuant to which such termination is effective, if: (a) the Board of Directors of the an Adverse Company Recommendation Change shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; oroccurred; (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aSection 7.2(a) or 6.02(b7.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) 30 days after written notice thereof is given by Parent to the Company and (ii) the 30th day following such notice and third Business Day prior to the End Date (y) as the Termination Date; provided that Parent shall not have the right to terminate this Agreement same may be extended pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days8.2(a).); (c) the Company (i) materially breaches the first sentence of Section 6.2 or (ii) materially breaches Section 6.3(a) or Section 6.4(a) by not filing the Proxy Statement/Prospectus or not holding the Company Stockholders Meeting, respectively; or (d) at any time prior to before the Requisite Parent Requisite Vote being obtained, is obtained (i) if the Board board of Directors directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, Parent to enter into an Alternative Parent Acquisition Agreement with respect to a definitive written agreement constituting a Parent Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently the board of directors of Parent has complied in all material respects with its obligations under Sections 6.2(d) and 6.2(f) in respect of such Parent Superior Proposal and (iii) Parent has paid, or simultaneously with the termination of this AgreementAgreement pays, Parent, subject to complying with the terms of Termination Fee due under Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal 8.5(c)(iv) that did not result from a material breach of is payable if this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid is terminated pursuant to this Section 7.05(c8.4(d).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Company Board of Directors of shall have (i) failed to include the Company shall have Recommendation in the Proxy Statement/Prospectus or (ii) made a Company Change in Recommendation; (b) at any time following receipt of an Acquisition Proposal, the Company Board shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within ten (10) Business Days after receipt of any written request to do so from Parent); provided, howeverthat the Company Board shall not be obligated to reaffirm its approval or recommendation more than once in connection with any one Acquisition Proposal (with each material amendment of an Acquisition Proposal being considered for purposes of this Section 7.4(b) as a new Acquisition Proposal); (c) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, that Parent will not have prior to the right earlier of (i) the day prior to terminate this Agreement the date of the Stockholders Meeting or the day prior to the date of any adjournment, recess or postponement of the Stockholders Meeting, as the case may be, and (ii) eleven (11) Business Days after the commencement of such tender or exchange offer pursuant to this Section 7.04(a) if Rule 14d-2 under the Exchange Act, the Company Requisite Vote has been obtainedBoard fails to recommend against acceptance of such offer; or (bd) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aSection 6.2(a) or 6.02(b6.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the Company and (ii) the 30th day following such notice and (y) Business Day immediately prior to the Termination Date; provided provided, that Parent shall not have the right to terminate this the Agreement pursuant to this Section 7.04(b7.4(d) if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days)Agreement. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and by Parent by action of the Mergers may be abandoned Parent Board at any time prior to the First Effective Time by action (whether before or, in the case of part (c) below, after the receipt of the Board of Directors of Requisite Company Vote or the Requisite Parent if:Vote): (a) if prior to the receipt of the Requisite Parent Vote at the Parent Stockholders Meeting, the Parent Board authorizes Parent, in full compliance with the terms of Directors this Agreement, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, that Parent shall have paid any amounts due pursuant to Section 7.06(b) [Fees and Expenses Following Termination] hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, Parent substantially concurrently enters into such Acquisition Agreement; (b) if, prior to the receipt of the Requisite Company Vote, (i) a Company Adverse Recommendation Change shall have occurred or (ii) the Company shall have made a Company breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 5.04 [No Solicitation or Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained]; or (bc) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Mergers set forth in Section 6.02(a) [Representations and Warranties] or Section 6.02(b) [Performance of Covenants], as applicable, would not be satisfied and and, in either such case, such breach is incapable of being cured or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of the Outside Date or the date that is thirty (x30) the 30th day days following written notice of such notice and (y) the Termination Datebreach; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.03(c) if Parent or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days)been cured. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Merger Closing by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company or any of their respective Subsidiaries or Affiliates in this AgreementAgreement or any of the other Deal Agreements, or any such representation and representations or warranty shall have become untrue after the date of this Agreementor incorrect, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such which inaccuracy, breach or failure to perform (i) would reasonably be true expected to give rise to the failure of any Offer Condition set forth in clauses (ii) or (iii) of paragraph (d) of Annex I, and (ii) (A) is not curable or, capable of being cured prior to the End Date or (B) if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (x) thirty (30) calendar days following Parent’s delivery of written notice to the 30th day following Company of such notice breach and (y) the Termination End Date; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.3(a) if (x) Parent is then in material breach of any of its representations, warranties, covenants or agreements such that the Company has the right to terminate this Agreement pursuant to Section 9.2 or (y) the Offer Closing shall have occurred; (b) at any time prior to the Acceptance Time in the event that any of the following shall have occurred: (i) the Company Board (or any authorized committee thereof, including the Special Committee) has effected a Change in the Board Recommendation or (ii) the Company failed to include in the Schedule 14D-9, in each case, when mailed, the Recommendation (any such event contemplated by clauses (i) and (ii) of this Section 9.3(b), a “Triggering Event”); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.3(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Offer Closing shall have occurred; (c) at Wedbush Securities, Inc. sells or otherwise transfers for value, for the account of any time prior of the Specified Stockholders, an aggregate number of shares of Company Common Stock greater than or equal to the Parent Requisite Vote being obtained72,544 shares of Company Common Stock from and after June 4, 2014; (d) (i) if the Board of Directors of Company has not delivered to Parent authorizes Parentthe Audited Financial Statements and the Audit Opinion prior to 5:00 p.m. (Pacific time) on June 30, to the extent permitted by and subject to complying with the terms of Section 5.032014, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with the termination Audited Financial Statements are not identical to the Annual Financial Statements; or (e) The terms of this Agreementthe Crystal Loan Facility as executed by all of the parties thereto (i) related to (A) the total amount of loan commitments, Parent(B) the definitions of “Availability”, subject “Borrowing Base”, “Change of Control”, “Discharge of ABL Priority Obligations”, “Maximum Borrowing Availability” and “Obligations”, (C) collateral, (D) interest rate, (E) financial covenants, (F) availability blocks and deficiency reserves, (G) maturity date, (H) conversion/redemption/repayment/pre-payment/discharge features and related premiums and penalties, (I) commitment or other fees payable to complying with Crystal, (J) default or event of default or (K) any definitions used in any provisions relating to the foregoing or any component definition thereof, in the case of each of (A) through (K), deviate in any respect from such terms set forth in the form of the Crystal Loan Facility attached as Appendix 1.1 of the Company Disclosure Schedule, or (ii) related to all of the terms other than those enumerated in clause (i), collectively, deviates in any material respects from the form of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach Crystal Loan Facility attached as Appendix 1.1 of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Disclosure Schedule.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) at any time prior to the Effective Time, whether before or after the approval by the shareholders of Parent referred to in Section 7.1(a), (i) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate withdrawn or adversely modified its approval or recommendation of this Agreement pursuant or failed to reconfirm its recommendation of this Section 7.04(a) if the Company Requisite Vote has been obtained; or Agreement within five business days after a written request by Parent to do so or (bii) there has been a material breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such Agreement that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to the Company from Parent of such breach or failure is given by Parent to the earlier of Company; or (xb) (i) the 30th day following such notice and (y) the Termination Date; provided that Parent Requisite Vote shall not have the right to terminate this Agreement pursuant to this Section 7.04(bbeen obtained, (ii) if Parent is then not in breach of any of its representations, warranties, covenants or agreements under the terms of this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtainedAgreement, (iiii) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03this Agreement, to enter into an Alternative Parent Acquisition Agreement with respect to a binding written agreement concerning a transaction that constitutes a Parent Superior Adverse Proposal and Parent notifies the Company in writing that did not result from a material breach of this Agreementit intends to enter into such an agreement, (iiiv) concurrently with the termination Company does not make within five business days of this Agreement, receipt of Parent, subject 's notification of its intention to complying with the terms of Section 5.03, enters enter into an Alternative Parent Acquisition Agreement providing a binding agreement for a Parent Superior Proposal that did not result Adverse Proposal, an offer the Board of Directors of Parent determines, in good faith after consultation with its financial advisors, is at least as favorable, from a material breach financial point of this Agreement view, to the shareholders of Parent as the Parent Adverse Proposal, and (iiiv) Parent prior to or concurrently with such termination, Parent termination pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)8.5. Parent agrees (x) that it will not enter into any binding agreement referred to in clause (iii) of the last preceding sentence until at least the sixth business day after it has provided the notice to the Company required thereby and (y) to notify the Company promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Duke Effective Time by action of the Board of Directors of Parent Board, if: (a) the Company Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, of Recommendation (provided that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a8.3(a) if after the Requisite Company Vote is obtained); (b) at any time following receipt of an Acquisition Proposal and prior to the Company Written Consent Delivery Date, the Company Board shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five Business Days) after receipt of any written request to do so from Parent; provided that the Company Board shall not be required to reaffirm such approval or recommendation on more than two (2) occasions; (c) the Company Board shall have failed to hold a vote of the holders of shares of Company Common Stock in order to obtain the Requisite Company Vote has been obtainedprior to the time required by Section 6.4; (d) the Company does not deliver the Company Written Consent on or prior to the Company Written Consent Delivery Date; or (be) at any time prior to the Gulf Effective Time, there has been a breach by the Company of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Company shall have become untrue after the date of this Agreementuntrue, in either case, such that Sections 6.02(athe conditions in Section 7.2(a) or 6.02(bSection 7.2(b) would not be satisfied (and such breach or failure to be true and correct is not curable or, if curable, is not cured following notice prior to the Company from Parent of such breach Outside Date, or failure by if curable prior to the Outside Date, has not been cured within the earlier of (xi) 30 days after the 30th day following such giving of notice and thereof by Parent to the Company or (yii) three Business Days prior to the Termination Date; provided Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.3(e) shall not be available to Parent if Parent is then it has breached in breach of any of its representationsmaterial respect any representation, warrantieswarranty, covenants covenant or agreements under agreement set forth in this Agreement in a any manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior shall have proximately contributed to the Parent Requisite Vote being obtained, (i) if occurrence of the Board failure of Directors of Parent authorizes Parent, a condition to the extent permitted by and subject to complying with consummation of the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Merger.

Termination by Parent. This Agreement may be terminated and the Mergers transactions contemplated hereby may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval of the Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Proposals by the Parent Common Stockholders, by action of the Board of Directors of Parent if: (a) (i) the Board of Directors of Parent authorizes Parent, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and Parent notifies the Company in writing that it intends to enter into such an agreement, attaching the most current version of such agreement to such notice, (ii) the Company does not make, within five days of receipt of Parent’s written notification of its intention to enter into a binding agreement for a Superior Proposal, a written offer that the Board of Directors of Parent determines, in good faith after consultation with its financial advisors, is at least as favorable, from a financial point of view, to the Parent Common Stockholders as the Superior Proposal and (iii) Parent prior to such termination pays to the Company in immediately available funds any fees required to be paid pursuant to Section 5.5; provided, however, that Parent agrees (x) that it will not enter into a binding agreement referred to in clause (i) above until at least the sixth day after it has provided the notice to the Company required thereby and (y) to notify the Company promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification; (b) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate withdrawn or adversely modified its approval or recommendation of this Agreement pursuant and the Arrangement or failed to reconfirm its recommendation of this Section 7.04(a) if Agreement and the Arrangement after a written request by Parent to do so prior to the fifth business day prior to the date of the Company Requisite Vote has been obtainedMeeting; or (bc) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aSection 4.2(a) or 6.02(b4.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following within the earlier to occur of (i) 30 days after written notice thereof is given by Parent to the Company from Parent or (ii) if such 30 day period would extend beyond the date set forth in Section 5.2(a), 10 days prior to such date or any condition set forth in Section 4.1 shall become incapable of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Datesatisfaction; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(bclause (c) if Parent is then shall not be available to any party that has breached in breach of any of material respect its representations, warranties, covenants or agreements obligations under this Agreement in a any manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior shall have proximately contributed to the Parent Requisite Vote being obtained, (i) if failure of the Board of Directors of Parent authorizes Parent, Closing to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)have occurred.

Termination by Parent. This Agreement may be terminated by Parent and the Mergers Sale may be abandoned at any time prior to the First Effective Time Closing, whether before or after the Requisite Parent Vote has been obtained except as otherwise expressly noted if (with any termination by action of the Board of Directors of Parent if:also being an effective termination by Seller): (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote Buyer has been obtained; or (b) there has been a breach of breached any representation, warranty, covenant or agreement made by the Company Buyer in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections Section 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (x1) thirty (30) days after written notice thereof is given by Parent to Buyer and (2) the 30th day following such notice and (y) the Termination Outside Date; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) and abandon the Sale if Parent it or Seller is then in breach of any of its their respective representations, warranties, covenants or other agreements under this Agreement in a manner such that the conditions set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the time the Requisite Parent Requisite Vote being is obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, in order to enter into an Alternative Parent Acquisition Agreement with respect to providing for a Parent Superior Proposal in accordance with Section 5.01(c); provided, that the right to terminate this Agreement pursuant to this Section 7.03(b) shall not be available unless (i) such termination did not result from a material breach by Parent or Seller of this Agreement, Section 5.01 and (ii) Parent shall have paid or shall concurrently with pay to Buyer the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid Termination Fee pursuant to Section 7.05(c7.05(b)(2).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time (or, in the case of Section 7.1(c)(i)(B) below if a Prepayment Request has been made, only prior to the Prepayment Notice Date), whether before or after the Company Stockholder Approval, by action written notice of Parent (with any termination by Parent also being an effective termination by Merger Sub and Merger LLC): (i) (A) if the Company has breached or failed to perform any of its covenants or other agreements contained in this Agreement (other than as set forth in Section 7.1(c)(ii)) to be complied with by the Company such that the closing condition set forth in Section 6.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Board Company contained in this Agreement such that the closing condition set forth in Section 6.2(a) would not be satisfied and, in the case of Directors both (A) and (B), such breach or failure to perform (1) is not cured within thirty (30) days after receipt of Parent if:written notice thereof or (2) is incapable of being cured by the Company by the Outside Date; or (aii) (A) if the Board of Directors of the Company shall have or any committee thereof has made a Company Change in Recommendation; providedAdverse Recommendation Change, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a(B) if the Company Requisite Vote has been obtained; or breached the provisions of Section 4.2 or breached the provisions of Section 5.1(b) (b) there has been a breach other than immaterial breaches of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 daysfirst sentence thereof). (c) at any time prior to the Parent Requisite Vote being obtained, (iC) if within ten (10) Business Days of the public announcement of a Company Takeover Proposal, the Board of Directors of Parent authorizes the Company fails to reaffirm (publicly, if so requested by Parent, to ) its recommendation in favor of the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach adoption of this Agreement, or (iiD) concurrently with within ten (10) Business Days after a tender or exchange offer relating to securities of the termination of this AgreementCompany has first been published or announced, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did Company shall not result from a material breach of this Agreement and (iii) prior to have sent or concurrently with such termination, Parent pays given to the Company in immediately available funds any fees required to be paid stockholders pursuant to Section 7.05(c)Rule 14e-2 promulgated under the Securities Act a statement disclosing that the Board of Directors of the Company recommends rejection of such tender or exchange offer.

Termination by Parent. This Agreement may be terminated and the Mergers Offer, Merger, and other transactions contemplated by this Agreement may be abandoned at any time prior to the First Effective Acceptance Time by action of the Board board of Directors directors of Parent if: : (a) the Company Board of Directors of the Company shall have made a Change of Recommendation, (b) at any time following receipt of an Acquisition Proposal, the Company Change in Recommendation; provided, however, that Parent will not board of directors shall have the right failed to terminate reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within three (3) business days after receipt of any written request to do so from Parent), (c) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an affiliate of Parent) and, prior to the earlier of (i) the date prior to the date of the Stockholders Meeting and (ii) eleven (11) business days after the commencement of such tender or exchange offer pursuant to this Section 7.04(a) if Rule 14d-2 under the Exchange Act, the Company Requisite Vote has board of directors shall have failed to recommend unequivocally against acceptance of such offer, (d) there is pending any Transaction Proceeding that seeks (i) any damages and/or (i) any costs and disbursements (including attorneys’ and experts’ fees and expenses), in excess of $1,000,000 in the aggregate or that, if decided against the Company, would reasonably be expected to have a Material Adverse Effect (a “Material Transaction Proceeding”), (e) the Offer is terminated or expires without the Minimum Tender Conditions having been obtained; or satisfied or (bf) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, Agreement or any such representation and or warranty shall have become untrue after or incorrect on any date subsequent to the date of this Agreementhereof which would reasonably be expected to have a Material Adverse Effect , in any such case in a manner that Sections 6.02(a) or 6.02(b) would will cause any Tender Offer Condition not to be satisfied at any scheduled Expiration Time, and such breach or failure to be true or correct either is not curable or, if curable, is has not been cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xA) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Company and (yB) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Mergers Merger may be abandoned at any time prior to the First Effective Time by Time, before or after any action of the Board of Directors of Parent Parent, if: (a) the Company shall have breached or failed to perform any of the representations, warranties, covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) the conditions set forth in Section 7.3(a) or (b) would not be satisfied as of the time of such breach or as of such time as such representation or warranty shall have become untrue and (ii) such breach or failure to be true has not been or is incapable of being cured within twenty (20) business days following receipt by the breaching party of notice of such failure to comply; (b) the Board of Directors of the Company or any committee thereof, shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Merger or this Agreement, (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company in favor of approval to the Merger and this Agreement, (iii) in connection with a Rule 14d-9 disclosure, the Board of Directors of the Company shall have made taken any action other than a Company Change in Recommendation; providedrejection of a Rule 14d-9 proposal, however, that Parent will not have (iv) the right to terminate this Agreement pursuant to this Section 7.04(a) if Board of Directors of the Company Requisite Vote has been obtained; or or any committee thereof shall have recommended any Company Acquisition Proposal, (bv) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants officers or agreements under this Agreement directors shall have entered into discussions or negotiations in a manner such that violation of Section 6.3 or (vi) the Board of Directors of the Company or any committee thereof shall have resolved to do any of the foregoing or (vii) any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is signed; (c) the conditions set forth in Section 6.03(a7.3(g) or Section 6.03(b) would have not been satisfied, and will not be satisfied (unless capable of being cured within 30 days). (c) at any time satisfied, prior to the Outside Date, in Parent's reasonable judgment and if Parent Requisite Vote being obtained, (i) if is obligated to pay the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the $1,200,000 termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays fee to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)8.5(c) hereof, Parent shall concurrently pay such termination fee to the Company.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifClosing: (a) the Board of Directors of If: (i) a Company Adverse Recommendation Change shall have occurred or the Company shall have made a approved or adopted, or recommended the approval or adoption of, any Company Change Acquisition Agreement (it being understood and agreed that any written notice that the Company has provided information or taken any other action that it is permitted to provide or take pursuant to Section 5.03(b) or Section 5.03(c) shall not, in Recommendation; providedand of itself, however, that result in Parent will not have the right to terminate this Agreement or Merger Sub having any termination rights pursuant to this Section 7.04(a7.03(a)); and (ii) if the Company Requisite Vote has shall have entered into a definitive agreement relating to a Takeover Proposal; (b) the Company shall have breached any of its covenants in Section 5.03 or Section 5.04 and, in the case of a breach of Section 5.04, such breach is continuing and incapable of being cured by the End Date, or, if capable of being cured by the End Date, shall not have been obtainedcured prior to the earlier of (x) thirty (30) Business Days after written notice thereof is given by Parent to the Company, or (y) the End Date; or (bc) if there has been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and (other than conditions that by their nature are to be satisfied at the Closing, but which shall then be capable of satisfaction if the Closing were to occur on such date) and, such breach or failure to be true is not curable continuing and incapable of being cured by the End Date, or, if curablecapable of being cured by the End Date, is shall not have been cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) thirty (30) Business Days after written notice thereof is given by Parent to the Company or (ii) the 30th day following such notice and (y) the Termination End Date; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.03(c) if there has been any material breach by Parent is then in breach or Merger Sub of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner obligation hereunder and such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would breach is continuing and has not be satisfied (unless capable of being cured within 30 days)been cured. (cd) at any time prior to If, since the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach date of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for there shall have been a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Material Adverse Effect.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice at any time prior to the First Effective Time by Parent, by action of the Board its board of Directors of Parent ifdirectors: (a) if the Board board of Directors directors of the Company or the Independent Committee shall have (i) made a Change of Company Change in Recommendation; provided, however, that Parent will not have the right Position or publicly announced its intention to terminate this Agreement pursuant do so or (ii) failed to this Section 7.04(a) if include the Company Requisite Vote has been obtainedPosition in the Proxy Statement; or (b) (i) if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAgreement (except the covenants and agreements in Section 6.6), or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe conditions set forth in Section 7.2(a) or 6.02(bSection 7.2(b) would not be satisfied and such breach or failure to be true is not curable curable, or, if curable, is not cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xA) thirty calendar days after written notice (which shall specify the 30th day following nature of such notice breach and Parent’s intention to terminate this Agreement if such breach is not cured) thereof is given by Parent to the Company or (yB) five Business Days prior to the Termination Date; provided or (ii) the Company shall have breached in any material respect its obligations under Section 6.6 such that the conditions set forth in Section 7.2(b) would not be satisfied and such breach is not curable, or if curable, is not cured prior to the earlier of (A) ten Business Days after written notice of such breach, or (B) five Business Days prior to the Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(b) if Parent it is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a7.1, Section 7.3(a) or Section 6.03(b7.3(b) would not be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors representations and warranties of the Company shall not be true and correct or the Company shall have made breached or failed to perform any of its covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (A) has given rise or would give rise to the failure of a Company Change condition set forth in Recommendation; providedSection 7.1 or Section 7.2 and (B) cannot be cured by the Termination Date, howeveror if capable of being cured, that Parent will shall not have been cured within thirty (30) days following receipt by the right Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(a8.4(a) if and the Company Requisite Vote has been obtained; or basis for such termination (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curableearlier, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date); provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements under this Agreement hereunder that would result in a manner such that the conditions to Closing set forth in Section 6.03(a) 7.1 or Section 6.03(b) would 7.3 not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior the Company Board, whether or not permitted to the Parent Requisite Vote being obtaineddo so by this Agreement, shall have (i) if failed to include the Company Board Recommendation in the Proxy Statement, or effected a Change of Directors of Parent authorizes ParentRecommendation, or resolved to take any such action; (ii) authorized the extent permitted by and subject to complying with the terms of Section 5.03, Company to enter into an Alternative Parent Acquisition Agreement with respect Agreement; or (iii) failed to a Parent Superior Proposal that did not result from hold the Company Shareholder Meeting pursuant to Section 6.2 before ten (10) Business Days prior to the Termination Date unless such failure is caused by a material breach by Parent or Merger Sub of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to its covenants or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)other agreements hereunder.

Termination by Parent. This Agreement Plan may be terminated terminated, and the Mergers Merger may be abandoned abandoned, at any time prior to the First Effective Time by action of the Board board of Directors directors of Parent ifParent: (a) the Board if there has been a breach of Directors of any representation, covenant or agreement made by the Company shall have made in this Plan, or any such representation has become untrue after the date of this Plan, such that, individually or together with other such breaches or failures of a Company Change in Recommendationrepresentation to be true, Section 6.2(a) or Section 6.2(b) would not be satisfied and such breach or failure of a representation to be true is not curable by the Termination Date or, if curable, is not cured within 30 days after written notice thereof is given by Parent to the Company; provided, however, that Parent will not have the right to terminate this Agreement Plan pursuant to this Section 7.04(aclause (a) will not be available if the Company Requisite Vote has been obtained; or (b) there has been a Parent is then in material breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after Plan; (b) if the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent Merger shall not have been consummated by the 12-month anniversary of the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement Plan pursuant to this Section 7.04(bclause (b) will not be available if the failure of the Merger to be consummated by such date is due to the failure of Parent is then in breach of any of to perform its representations, warranties, covenants or agreements obligations under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Plan; (c) at if (1) the board of directors of the Company submits this Plan to its shareholders without a recommendation for approval, otherwise withdraws or modifies (or publicly discloses its intention to withdraw or modify) its recommendation referred to in Section 5.2(b) in any time prior manner adverse to Parent, or approves, recommends, or otherwise declares advisable or proposes to or publicly discloses its intention to approve, recommend or declare advisable an Acquisition Proposal other than the Parent Requisite Vote being obtainedMerger, or otherwise effects a Change in Recommendation (or has resolved to take any of the foregoing actions), in each case, whether or not permitted under this Plan, (i2) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with Company materially breaches the terms of Section 5.03, 5.6 in any respect adverse to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and or (iii3) prior to or concurrently with such termination, Parent pays to the Company materially breaches its obligations under Section 5.2 by failing to call, give notice of, convene and hold the Company Stockholders Meeting in immediately available funds accordance with Section 5.2; (d) if the approval of the Company’s shareholders required by Section 6.1(a) shall not have been obtained at the Company Meeting; (e) if a tender offer or exchange offer for 15% or more of the outstanding shares of Company Common Stock is commenced (other than by Parent or a subsidiary thereof), and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the ten (10) business day period specified in Rule 14e-2(a) under the Exchange Act; or (f) if any fees required to be paid pursuant to Section 7.05(corder permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or the Bank Merger, or the denial of any Requisite Regulatory Approval becomes final and non-appealable (whether before or after the approval by the shareholders of the Company).

Termination by Parent. This Agreement may be terminated terminated, and the Mergers Transactions may be abandoned at any time prior to the First Effective Time abandoned, by action of the Board of Directors of Parent Parent, if: (a) due to an occurrence or circumstance that would result in a failure to satisfy any condition set forth in Annex A hereto, Purchaser shall have failed to commence the Board Offer within five Business Days following the date of Directors this Agreement, unless such failure shall have been caused by or resulted from the failure of Parent or Purchaser to perform, in any material respect, any of their material covenants or agreements contained in this Agreement, or the material breach by Parent or Purchaser of any of their material representations or warranties contained in this Agreement; or (b) prior to the purchase of Shares pursuant to the Offer by Purchaser, the Company shall have made breached any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in paragraph (e) or (f) of Annex A hereto and (B) is incapable of being cured or is not cured within 30 days after notice in writing to the Company Change by Parent; or (c) prior to the purchase of Shares pursuant to the Offer by Purchaser, (i) the Company shall have materially breached its obligations under this Agreement by failing to file the Schedule 14D-9 as provided in RecommendationSection 1.2 hereof; provided, however, that Parent will may not have the right to terminate this Agreement pursuant to this Section 7.04(a9.3(c) if Parent or Purchaser is at such time in material breach of its obligations under this Agreement; (ii) the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after failed to include in the date Schedule 14D-9 or the Proxy Statement the Board’s approval or recommendation of this Agreement, such that Sections 6.02(a) the Offer or 6.02(b) would not be satisfied and such breach or failure to be true is not curable orthe Merger, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (xiii) the 30th day following such notice and Board or any committee thereof shall have withdrawn or materially modified or changed (yincluding by amendment of the Schedule 14D-9) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach recommendation of this Agreement, the Offer or the Merger in a manner adverse to Parent or Purchaser; (iiiv) concurrently the Board or any committee thereof shall have recommended or approved any Acquisition Proposal; (v) the Board or any committee thereof shall have approved any transaction (other than the Transactions) to render inapplicable to such transaction any restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover Law (including, without limitation, Section 203 of the DGCL) or any restrictive provision of any applicable anti-takeover provision in the Company’s certificate of incorporation (including, without limitation, Article Eleventh and Article Fourteenth thereof) or bylaws, (vi) any Person other than Parent or Purchaser shall have become the beneficial owner of more than 25% of the outstanding Shares; or (vii) the Company shall have entered into any agreement with the termination of this Agreement, Parent, subject respect to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent any Superior Proposal that did not result from a material breach in accordance with Section 7.2 of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Agreement.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent Purchase Time, if: (a) the Board Purchase Date has not occurred on or before the close of Directors of business on the Company Outside Date or the Offer shall have made a Company Change been terminated or expired in Recommendationaccordance with Section 1.1 without the Purchaser having purchased any Shares pursuant thereto; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if the failure of any of the Offer Conditions to be satisfied or the failure of Parent is then to have accepted for payment Shares pursuant to the Offer, or if the termination or expiration of the Offer, was primarily caused by Parent’s or Purchaser’s failure to perform in breach of all material respects its obligations under this Agreement; (b) prior to the Purchase Time, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) this Agreement, which breach or Section 6.03(bfailure to perform (i) would give rise to the failure of a condition set forth in Paragraph 2(b) of Exhibit A and (ii) cannot be satisfied (unless cured by the Outside Date, or, if such breach or failure is capable of being cured, it has not been cured within 30 days).thirty (30) days following receipt by the Company of written notice of such breach or failure, provided, no event has previously occurred that entitled the Company to deliver a notice of breach pursuant to Section 8.3(c) unless such breach shall have been cured; or (c) at any time prior to the Parent Requisite Vote being obtainedPurchase Time, (i) if a Change of Board Recommendation shall have been effected in a manner adverse to Parent (it being agreed that issuance of a “stop, look and listen” letter shall not be deemed a Change of Board Recommendation) or the Board of Directors of Company shall have delivered to Parent authorizes Parenta Bid Deadline Notice in accordance with Section 6.3(d), to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with any person or “group” (as such term is used in Rule 13d-3 under the termination Exchange Act) (other than Parent or its Affiliates or any group that includes Parent or any Affiliate of this Agreement, Parent, subject to complying with ) shall have become the terms beneficial owner of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach fifty percent (50%) or more of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)outstanding Shares.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of Parent upon written notice to the Board of Directors of Parent Company if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue inaccurate after the date of this Agreement, in each case, such that Sections 6.02(aa condition set forth in Section 6.2(a) or 6.02(bSection 6.2(b) would not be satisfied and such breach or failure to be true inaccuracy is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (x) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Company and (y) the Termination Outside Date; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to and abandon the Merger and the other Transactions under this Section 7.04(b7.4(a) if Parent or Merger Sub is then in breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements under agreement in this Agreement or any representation and warranty of Parent in a manner this Agreement fails to be true and correct, in each case, such that it would give rise to the conditions set forth failure of a condition in Section 6.03(a6.3(a) or Section 6.03(b6.3(b); (b) would the Stockholders’ Written Consent evidencing the Company Stockholder Approval shall not be satisfied have been delivered to the corporate secretary of the Company, and a facsimile copy of such Stockholders’ Written Consent shall not have been provided to Parent, in each case, prior to 5:00 p.m. (unless capable New York City time) on the date that is three (3) Business Days after the date of being cured within 30 days).this Agreement; or (c) at any time prior to the Parent Requisite Vote being time, but not after, the Company Stockholder Approval is obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted any Adverse Recommendation Change shall have been made by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Board.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the adoption of this Agreement by the Company Requisite Vote, by action of the Board board of Directors directors of Parent Parent, if: (a) the Board of Directors of the Company a Triggering Event shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; oroccurred; (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe conditions set forth in Section 8.2(a) or 6.02(b8.2(b) would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations or warranties as of the date of this Agreement or as of any subsequent date: (i) all materiality and similar qualifications limiting the scope of such representations or warranties shall be disregarded; and (ii) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded) and such breach or failure to be true condition is not curable or, if curable, is not cured following within 30 days after written notice thereof is given by Parent to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination DateCompany; provided provided, however, that Parent shall not have the right be permitted to terminate this Agreement pursuant to this Section 7.04(b9.4(b) if Parent is then in breach in any material respect of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; (c) at any time prior to a Company Material Adverse Effect shall have occurred on or after the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach date of this Agreement, ; or (iid) concurrently with if a Specified Default Event shall have occurred on or after the termination date of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifClosing: (a) if prior to the receipt of the Requisite Parent Vote at the Parent Stockholders Meeting, the Parent Board authorizes Parent, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Directors this Agreement, including Section 5.04 hereof, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; (b) if: (i) a Company Adverse Recommendation Change shall have occurred or the Company shall have made a approved or adopted, or recommended the approval or adoption of, any Company Change in RecommendationAcquisition Agreement; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(aor (ii) if the Company Requisite Vote has been obtainedshall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 5.04; or (bc) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable incapable of being cured by the End Date; or, if curablecapable of being cured by the End Date, is shall not have been cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) 30 days after written notice thereof is given by Parent to the Company or (ii) the 30th day following such notice and (y) the Termination End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.03(c) if Parent or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such obligation hereunder that the conditions would cause any condition set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant at any time prior to this Section 7.04(athe Effective Time if: (i) if the Company Requisite Vote has been obtained; or Board or a committee thereof makes a Company Change of Recommendation (b) there has been a breach regardless of any representation, warranty, covenant or agreement made by the whether such Company in this Agreement, or any such representation and warranty shall have become untrue after the date Change of this Agreement, such that Sections 6.02(aRecommendation was permitted under Section 5.4(e) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable orSection 5.4(f)); provided, if curablehowever, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.04(b7.1(c)(i) after the Company Stockholder Approval is obtained; (ii) (1) the Company has committed a Willful Breach of Section 5.4 and (2) such Willful Breach cannot be cured by the date of the Company Stockholders Meeting or, if capable of being cured, is not cured within ten (10) Business Days after written notice of such breach to the Company; provided, however, that, from and after obtainment of the Company Stockholder approval, Parent is then in breach of shall not have the right to terminate this Agreement under this Section 7.1(c)(ii) for any such Willful Breach occurring prior to such obtainment; or (iii) the Company breaches, or fails to perform or comply with, any of its representations, warranties, covenants or agreements under this Agreement in hereunder, or any of the Company’s representations or warranties hereunder fails to be accurate, which failure (1) would give rise to the failure of a manner such that the conditions set forth condition in Section 6.03(a6.2(a) or Section 6.03(b) would not 6.2(b), as applicable, to be satisfied and (unless 2) is not reasonably capable of being cured within 30 days). (c) at any time by the Company or, if reasonably capable of being cured by the Company, is not cured by the Company prior to the earlier of (a) thirty (30) days after Parent Requisite Vote being obtained, (i) if the Board delivers written notice of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays failure to the Company and (b) the Outside Date (as it may be extended under Section 7.1(b)(i)); provided, however, that Parent shall not have the right to terminate this Agreement under this Section 7.1(c)(iii) if Parent or Merger Sub breach, or fail to perform or comply with, in immediately available funds any fees required material respect, any of their respective covenants or agreements hereunder, or any of Parent’s or Merger Sub’s respective representations or warranties hereunder fails to be paid pursuant accurate in any material respect, which failure would proximately give rise to the failure of a condition in Section 7.05(c6.3(a) or Section 6.3(b), as applicable.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifTime: (a) the Board of Directors of if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have made entered into, or publicly announced its intention to enter into, a Company Change in Recommendation; providedAcquisition Agreement (other than an Acceptable Confidentiality Agreement), however(iii) the Company Board fails to reaffirm (publicly, that if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal, (iv) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent will and the Company shall not have the right sent to terminate this Agreement its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (v) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.04(a) if the Company Requisite Vote has been obtained8.3(a); or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions to the Closing of the Merger set forth in Section 7.2(a) or 6.02(b(b) would not be satisfied and and, in either such case, such breach or failure to be true is not curable orincapable of being cured by the Outside Date; provided, if curable, is not cured following notice to that Parent shall have given the Company from Parent of at least thirty (30) days written notice prior to such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Datetermination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.3(b); provided that provided, further, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.3(b) if Parent it is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Subject to the other provisions of this Article VIII, this Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned by Parent: (a) at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; providedOffer Acceptance Time, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Company shall have become untrue after or incorrect following the date of this Agreement, such that Sections 6.02(awhich breach or failure to be true and correct would give rise to the failure of a condition set forth in clause (d) (Representations and Warranties) or 6.02(bclause (e) would not be satisfied (Performance of Obligations of the Company) of Annex I (and such breach or failure to be true and correct is not curable or, if curable, is not cured following notice prior to the Company from Parent End Date, or if curable prior to the End Date, has not been cured within the fewer of (i) 30 days after the giving of written notice of such breach or failure by Parent to the earlier of Company specifying this Section 8.04(a) and describing such breach or failure and (xii) the 30th day following such notice and (y) number of days remaining until the Termination End Date); provided that Parent shall not have the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 7.04(b8.04(a) shall not be available to Parent if either Parent is then or Merger Sub has breached in breach of any of its representationsmaterial respect any representation, warrantieswarranty, covenants covenant or agreements under this Agreement in a manner such that the conditions agreement set forth in Section 6.03(a) or Section 6.03(b) this Agreement which breach would not give rise to a failure of an Offer Condition to be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the Parent Requisite Vote being obtainedOffer Acceptance Time, if (i) if the Company Board shall have effected a Change of Directors Recommendation, or (ii) the Company Board has caused or permitted the Company or any of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, Company’s Subsidiaries to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with or the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, Company enters into or causes a Subsidiary thereof to enter into such an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Agreement.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, by action of the Board of Directors of Parent Parent, if: (a) the Company Board of Directors of or the Company Special Committee shall have made a Company Change in withdrawn or adversely qualified or modified the Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or; (b) there has been a breach of any representation, warranty, covenant representations or agreement warranties made by the Company in this Agreement, Agreement shall fail to be true or any such representation and warranty shall have become untrue correct on or after the date execution of this Agreement, such that Sections 6.02(a(i) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b8.2(a) would not be satisfied satisfied, and (unless ii) such failures are not cured, or are not reasonably capable of being cured within 30 days).cured, by (A) in the case of a failure to be true and correct of a Category I Specified Representation or a Category II Specified Representation, the date that is thirty (30) days after the earlier of (1) the date the Company becomes aware of the existence of the failure to be true and correct and (2) the date the Company receives written notice from Parent of Parent’s belief that a failure to be true and correct has occurred, which notice explains in reasonable detail the basis for such belief, or (B) in the case of all other failures of a representation or warranty of the Company to be true and correct, the Termination Date; (c) at any time prior to covenants or agreements made by the Parent Requisite Vote being obtained, Company in this Agreement shall have been breached after the execution of this Agreement (i) if such that the Board of Directors of Parent authorizes Parentconditions set forth in Section 8.2(b) would not be satisfied, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with such breaches are not cured, or are not reasonably capable of being cured, by the termination date that is thirty (30) days after the earlier of this Agreement, Parent, subject to complying with (1) the terms date the Company becomes aware of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material the existence of the breach of this Agreement and (iii2) prior to or concurrently with such termination, Parent pays to the date the Company receives written notice from Parent of Parent’s belief that a breach has occurred, which notice explains in immediately available funds any fees required to be paid pursuant to Section 7.05(c)reasonable detail the basis for such belief; or (d) if a Company Material Adverse Effect occurs and such Company Material Adverse Effect is not cured within thirty (30) days after the earlier of (x) the date the Company becomes aware of the existence of the Company Material Adverse Effect and (y) the date the Company receives written notice from Parent of Parent’s belief that a Company Material Adverse Effect has occurred, which notice explains in reasonable detail the basis for such belief.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by written notice of Parent: (a) at any time prior to the receipt of the Company Stockholder Approval if (i) a Change of Recommendation shall have occurred or the Company shall have failed to include in the Proxy Statement mailed to each holder of Company Common Shares the Company Board Recommendation; (ii) the Company shall have failed to reaffirm the Company Board Recommendation within ten (10) Business Days after both (x) an Acquisition Proposal shall have been made public and (y) receipt by the Company of a written request to do so from Parent; or (iii) there shall have been a material breach of the provisions of Section 5.3 or 5.4 which impairs, prevents or materially delays the consummation of the Transactions and, with respect to Section 5.4, such breaches cannot be or are not cured reasonably promptly after written notice thereof; or (b) at any time prior to the First Merger Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by or there shall be any inaccuracy in the Company representations or warranties set forth in this AgreementAgreement on the part of the Company, which breach, either individually or any such representation and warranty shall have become untrue after in the date aggregate, would result in, if occurring or continuing on the Closing Date, the failure of this Agreement, such that Sections 6.02(athe conditions set forth in Section 7.2(a) or 6.02(b) would not be satisfied 7.2(b), and such breach cannot be or failure to be true is not curable or, if curable, is not cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the Company and (ii) the 30th day following such notice and (y) the Termination Outside Date; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(b) if at any time when Parent or Merger Sub is then in breach of this Agreement and such breach would cause, or result in, the failure of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a7.3(a) or Section 6.03(b7.3(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time Time, whether before or after the Company Stockholder Approval, by action written notice of the Board of Directors of Parent ifParent: (ai) (A) if the Company has breached or failed to perform any of its covenants or other agreements contained in this Agreement (other than as set forth in Section 7.1(c)(ii)) to be complied with by the Company such that the closing condition set forth in Section 6.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 6.2(a) would not be satisfied and, in the case of both (A) and (B), such breach or failure to perform (1) is not cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured by the Company by the Outside Date; or (ii) if (A) the Board of Directors of the Company shall have or any committee thereof has made a Company Adverse Recommendation Change or (B) the Company has breached Section 4.2 in Recommendationany material respect or breached the provisions of Section 5.1(b) (other than immaterial breaches of the first sentence thereof), (C) within ten Business Days of the public announcement of a Company Takeover Proposal, the Board of Directors of the Company fails to reaffirm (publicly, if so requested by Parent) its recommendation in favor of the adoption of this Agreement and the approval of the Merger, or (D) within ten Business Days after a tender or exchange offer relating to securities of the Company has first been published or announced, the Company shall not have sent or given to the Company stockholders pursuant to Rule 14e-2 promulgated under the Securities Act a statement disclosing that the Board of Directors of the Company recommends rejection of such tender or exchange offer; provided, however, that the ten Business Day time period set forth in the foregoing clauses (C) and (D) may be extended by not more than five Business Days in the aggregate upon written notice by the Company to Parent will not have that such Company Takeover Proposal, such tender or exchange offer relating to the right securities of the Company or the consideration to terminate this Agreement be paid by Parent pursuant to this Section 7.04(a) if Agreement, as the Company Requisite Vote case may be, has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time materially revised prior to the Parent Requisite Vote being obtained, (i) if the Board expiration of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)10 Business Day time period.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time (notwithstanding any approval of this Agreement by action the stockholders of the Board of Directors of Parent if:Company): (a) the Board of Directors of IF (i) a Company Adverse Recommendation Change shall have occurred, (i) the Company shall have made entered into, or publicly announced its intention to enter into, a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Acquisition Agreement pursuant to this Section 7.04(a(other than an Acceptable Confidentiality Agreement) (ii) if the Company Requisite Vote has been obtainedshall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 5.04 (iii) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (“10”) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal (iv) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this ; or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable or, if curable, is not incapable of being cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination End Date; provided that Parent shall not have given the right Company at least 15 days written notice prior to such termination stating Parent's intention to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by Parent by action of the Parent Board (acting upon the recommendation of Directors of Parent the Special Committee) or the Special Committee if: (a) the Board a Change of Directors of the Company Recommendation shall have made occurred; provided that, following such a Change of Company Change in Recommendation; provided, however, that Parent will not shall no longer have the right to terminate this Agreement pursuant to this Section 7.04(a9.4(a) if after the Company Requisite Vote Stockholder Approval has been obtained; or; (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.02(aSection 8.2(a) or 6.02(bSection 8.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Company and (yii) one (1) Business Day before the Termination DateOutside Date (whether before or after the Company Stockholder Approval or the Parent Stockholder Approval and the Parent Majority of the Minority Stockholder Approval shall have been obtained); provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.4(b) if Parent is then in breach of this Agreement such that any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a8.3(a) or Section 6.03(b8.3(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; (c) at any time prior to the time the Parent Requisite Vote being Stockholder Approval and the Parent Majority of the Minority Stockholder Approval shall been obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, in order to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal in accordance with Section 7.3; provided, that did not result from a material breach of the right to terminate this Agreement and (iiipursuant to this Section 9.4(c) shall not be available unless substantially concurrently with or prior to or concurrently with (and as a condition to) such termination, (i) Parent pays to the Company in immediately available funds any fees required to be paid the Parent Termination Fee pursuant to Section 7.05(c)9.5(b) and (ii) Parent duly executes and delivers a definitive Alternative Parent Acquisition Agreement with respect to such Parent Superior Proposal to the counterparty thereto; or (d) the Company Stockholder Approval shall not have been obtained within two (2) Business Days after the Form S-4 shall have been declared effective.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) (i) the Board of Directors representations and warranties of the Company shall not be true and correct or the Company shall have made breached or failed to perform any of its covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (A) would give rise to the failure of a Company Change condition set forth in Recommendation; providedSection 7.2(a) or 7.2(b) and (B) cannot be cured by the Termination Date, howeveror if capable of being cured, that Parent will shall not have been cured within 30 days following receipt by the right Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(a8.4(a) if and the Company Requisite Vote has been obtained; or basis for such termination (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curableearlier, is not cured following notice the Termination Date); or (ii) the Company shall have breached in any material respect its obligations under Section 6.2, which breach (A) would give rise to the Company from Parent failure of a condition set forth in Section 7.2(b) and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within (x) 10 business days following receipt of written notice of such breach from Parent or failure by the earlier of (x) the 30th day following such notice and (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent it is then in material breach of any of its representations, warranties, covenants or other agreements under this Agreement hereunder that would result in a manner such that the conditions any condition to Closing set forth in Section 6.03(a7.3(a) or Section 6.03(b7.3(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the Parent Requisite Vote being obtained, (i) if the Company Board shall have effected a Change of Directors of Parent authorizes Recommendation in a manner adverse to Parent; (ii) the Company Board shall have approved, recommended, or otherwise declared advisable or proposed to approve, recommend or declare advisable (publicly or otherwise) any Acquisition Proposal; (iii) the extent permitted by and subject to complying with the terms of Section 5.03, to enter Company shall have entered into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, ; (iiiv) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company or the Company Board shall have publicly announced its intention to do any of the foregoing or (v) the Company shall have failed to include the Company Recommendation in immediately available funds any fees required the Proxy Statement, or failed to be paid hold the Company Shareholders Meeting pursuant to Section 7.05(c)6.3.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by Parent by action of the Parent Board of Directors of Parent if: (a) the Board a Change of Directors of the Company Recommendation shall have made occurred; provided that, following such a Change of Company Change in Recommendation; provided, however, that Parent will not shall no longer have the right to terminate this Agreement pursuant to this Section 7.04(a9.4(a) if after the Requisite Company Requisite Vote has Stockholder Approvals have been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.02(aSection 8.2(a) or 6.02(b8.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Company and (yii) one (1) Business Day before the Termination DateOutside Date (whether before or after the Requisite Company Stockholder Approvals or the Parent Stockholder Approval have been obtained pursuant to Section 8.1(a) or Section 8.1(b), as applicable); provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.4(b) if Parent is then in breach of this Agreement such that any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a8.3(a) or Section 6.03(b8.3(b) would not be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: if (a) the Board board of Directors directors of the Company shall have made a Change of Recommendation, (b) the Company Change shall have failed to take a vote of shareholders on the Merger in Recommendation; providedthe time contemplated by the Agreement, howeverand, in any event, prior to the Termination Date (unless such failure is due to a permanent injunction of a Governmental Entity that is final and non-appealable), (c) a tender offer or exchange offer for outstanding shares of Company Shares shall have been publicly disclosed (other than by Parent will not have or an Affiliate of Parent), and at any time after the right to terminate this Agreement commencement of such tender or exchange offer pursuant to this Section 7.04(a) if Rule 14d-2 under the Exchange Act, the board of directors of the Company Requisite Vote has been obtained; or makes a statement with respect to such offer pursuant to Rule 14d-9 of the Exchange Act (bother than Rule 14d-9(f) of the Exchange Act) (it being understood that a “stop, look and listen” statement made pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed a Change of Recommendation) and fails to recommend that shareholders of the Company not tender any of their shares into such offer or (d) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aSection 7.2(a) or 6.02(bSection 7.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (x) 30 calendar days after written notice thereof is given by Parent to the 30th day following such notice Company and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifTime: (a) the Board of Directors of if the Company shall have made a Company Change breached or failed to perform in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this any material respect any of its covenants and agreements set forth in Section 7.04(a) if the Company Requisite Vote has been obtained; or5.04; (b) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Transactions set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable orincapable of being cured by the End Date; provided, if curable, is not cured following notice to that Parent shall have given the Company from Parent of at least 30 days written notice prior to such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Datetermination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.03(b) if a Parent Entity is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such obligation hereunder that the conditions would cause any condition set forth in Section 6.03(a) or Section 6.03(b) would not to be satisfied satisfied; provided, further, that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company then this Agreement shall not terminate pursuant to this Section 7.03(b) as a result of such particular breach or inaccuracy until the expiration of a 30-day period commencing upon delivery of written notice from Parent to the Company of such breach or inaccuracy and its intention to terminate pursuant to this Section 7.03(b) (unless capable it being understood that this Agreement shall not terminate pursuant to this Section 7.03(b) as a result of being such particular breach or inaccuracy if such breach by the Company is cured within 30 daysprior to such termination becoming effective).; (c) at if all of the conditions set forth in Section 6.01 and Section 6.03, as applicable, have been satisfied (other than any time prior condition the failure of which to be satisfied has been principally caused by the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement by the Company or any of its Affiliates and (iii) prior conditions that, by their nature, are to or concurrently with such be satisfied at Closing and which were, at the time of termination, Parent pays to capable of being satisfied) and the Company in immediately available funds any fees required has failed to be paid pursuant fulfill its obligation and agreement herein to Section 7.05(c)consummate the Closing within three (3) Business Days following written notice of such satisfaction from Parent and that Parent is ready, willing and able to consummate the Transactions; or (d) if the Written Consent shall not have been obtained by 11:59 p.m. Minneapolis, Minnesota time on the second Business Day following the date hereof.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board board of Directors directors of Parent ifParent: (a) the Board of Directors of the if a Company Triggering Event (as hereinafter defined) shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtainedoccurred; or (b) if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and or warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe condition set forth in Section 8.2(a) or 6.02(b) 8.2(b), as the case may be, would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within thirty (30) days after written notice thereof is given by Parent to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination DateCompany; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant by Parent shall not be available to this Section 7.04(b) Parent if Parent or Merger Sub is then at that time in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination . For purposes of this Agreement, Parenta “Company Triggering Event” shall be deemed to have occurred if: (A) the Company Board shall have failed to recommend approval of the Company Voting Proposal in the Proxy Statement, subject a Change in Company Recommendation shall have occurred or the Company Board shall have resolved to complying with make a Change in Company Recommendation; (B) the terms Company Board shall have recommended to the stockholders of Section 5.03, the Company a Competing Transaction or shall have publicly announced it intends to do so or shall have entered into any Alternative Acquisition Agreement which enters into an Alternative any Competing Transaction; (C) a tender offer or exchange offer for the outstanding shares of capital stock of the Company is commenced (other than pursuant to the transactions contemplated by this Agreement), and the Company Board fails to recommend against acceptance of such tender offer or exchange offer by its stockholders; (D) the Company Board, upon request of Parent Acquisition Agreement providing following receipt of a proposal or offer for a Parent Superior Proposal that did not result from a material breach Competing Transaction, fails to reaffirm the approval or recommendation of the Merger and this Agreement and as promptly as practicable, but in any event within seven (iii7) prior to or concurrently with Business Days, after such termination, Parent pays to request; or (E) the Company in immediately available funds or any fees required to be paid pursuant to of its officers, directors, representatives or agents knowingly and materially breaches its obligations under Section 7.05(c)7.2 or Section 7.5.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent Purchase Time, if: (a) the Board due to a failure of Directors any of the Company Offer Conditions to be satisfied at any scheduled expiration of the Offer, (i) subject to Section 1.1 hereof, the Offer shall have made a Company Change expired or been terminated in Recommendationaccordance with its terms without Purchaser having purchased any Shares pursuant thereto, or (ii) the Outside Date shall have occurred and Purchaser shall not have accepted for payment Shares pursuant to the Offer on or before the close of business on the Outside Date; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent is then in Parent’s or Purchaser’s breach of this Agreement was directly or indirectly the cause of, or directly or indirectly resulted in, the failure of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not Offer Conditions to be satisfied (unless or the failure of Parent to have accepted for payment Shares pursuant to the Offer; provided, further, that, if the sole unsatisfied Offer Condition is Paragraph 2(d) of Exhibit A to this Agreement, such termination may be effected by Parent prior to the Outside Date only if the breach or failure to perform or comply is not capable of being cured within 30 days).25 days following receipt by the Company of written notice of such breach or failure (it being understood that a willful failure to comply with Section 6.3 shall not be deemed capable of being cured) or, if such breach or failure is capable of being cured within such period, it has not been cured within such period; or (cb) at any time prior to the Parent Requisite Vote being obtainedPurchase Time, (i) if the a Change of Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this AgreementRecommendation shall have been effected, (ii) concurrently with the termination of this AgreementCompany shall have willfully breached Section 6.3 in any respect, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and or (iii) prior to any person or concurrently with “group” (as such termination, Parent pays to term is used in Section 13(d)(3) of the Company Exchange Act) shall have become the beneficial owner (as that term is used in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Rule 13d-3 under the Exchange Act) of 15% or more of the outstanding Shares.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent Purchase Time, if: (a) the Board due to an occurrence or circumstance which would result in a failure of Directors any of the Company Offer Conditions to be satisfied at any scheduled expiration of the Offer, (i) Purchaser shall not have commenced the Offer within the time required by Section 1.1, (ii) subject to Section 1.1 hereof, the Offer shall have made a Company Change in Recommendationexpired or been terminated without Purchaser having purchased any Shares pursuant thereto, or (iii) the Outside Date shall have occurred and Purchaser shall not have accepted for payment Shares pursuant to the Offer on or before the close of business on the Outside Date; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent is then in breach the failure of any of the Offer Conditions to be satisfied or the failure of Parent to have accepted for payment Shares pursuant to the Offer directly or indirectly resulted from or was caused by Parent’s or Purchaser’s failure to perform in all material respects any of its representations, warranties, covenants or agreements obligations under this Agreement in a manner Agreement; provided, further, that, if the sole unsatisfied Offer Condition is Paragraph 2(c) of Exhibit A to this Agreement, such that termination may be effected by Parent prior to the conditions set forth in Section 6.03(a) Outside Date only if the breach or Section 6.03(b) would failure to perform or comply or to be true and correct is not be satisfied (unless capable of being cured within 30 daysthirty (30) days following receipt by the Company of written notice of such breach or failure or, if such breach or failure is capable of being cured within such period, it has not been cured within such period (it being understood that any intentional breach of Section 6.3 shall be deemed incapable of cure).; or (cb) at any time prior to the Parent Requisite Vote being obtainedPurchase Time, (i) if the a Change of Board of Directors of Parent authorizes ParentRecommendation shall have been effected, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to shall have intentionally breached Section 7.05(c)6.3.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent Parent, after consultation with its outside legal advisors, if: (a) (i) there has been a breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 8.3(a) would not be satisfied and (ii) such breach is not curable, or, if curable, is not cured within 30 days after written notice of such breach is given by Parent to the Company; provided, however, that the right to terminate this Agreement pursuant to Section 9.4(a) shall not be available to Parent if it, at such time, is in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 8.2(a) shall not be satisfied; or (b) the Board of Directors of the Company shall have made withdrawn or materially modified, in a manner adverse to Parent, its approval or recommendation of the Merger or the Company Charter Amendment or recommended a Company Change Acquisition Proposal, or resolved to do so; or (c) prior to the Cutoff Date, (i) the Board of Directors of Parent has received a Parent Superior Proposal, (ii) in Recommendation; providedlight of such Parent Superior Proposal the Board of Directors of Parent shall have determined in good faith, however(A) after consultation with its outside legal advisors, that Parent proceeding with the Merger would be inconsistent with its fiduciary obligations and (B) that there is a substantial likelihood that the adoption by Parent's stockholders of this Agreement will not have be obtained by reason of the right existence of such Parent Superior Proposal, (iii) Parent has complied in all material respects with Section 7.3, (iv) Parent has previously paid the fee due under Section 9.5(b), (v) the Board of Directors of Parent concurrently approves, and Parent concurrently enters into, a binding definitive written agreement providing for the implementation of such Parent Superior Proposal and (vi) the Company is not at such time entitled to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date9.3(a); provided that Parent shall may not have the right to terminate this Agreement effect such termination pursuant to this Section 7.04(b9.4(c) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, and until (i) if the Board Company receives at least ten business days' prior written notice from Parent of Directors of Parent authorizes Parent, its intention to the extent permitted by effect such termination pursuant to this Section 9.4(c); and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreementduring such ten business day period, ParentParent shall, subject to complying with and shall cause its respective financial and legal advisors to, consider any adjustment in the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach and conditions of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to that the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)may propose.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at At any time prior to the First Effective Time Time, this Agreement may be terminated by Parent, by action of the its Board of Directors of Parent Directors, if: (a) (i) there has been a breach by the Board Company of Directors any representation, warranty covenant or agreement set forth in this Agreement or if any representation or warranty of the Company shall have made a Company Change become untrue, in Recommendationeither case such that the conditions set forth in Section 6.3(a) would not be satisfied and (ii) such breach is not curable, or, if curable, is not cured within 30 days after written notice of such breach is given by Parent to the Company; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a7.4(a) shall not be available to Parent if the Company Requisite Vote has been obtained; or (b) there has been a it, at such time, is in material breach of any representation, warranty, covenant or agreement made by set forth in this Agreement such that the conditions set forth in Section 6.2(a) shall not be satisfied; (b) prior to obtaining the Company Requisite Vote, the Board of Directors of the Company shall have withdrawn, modified, withheld or changed, in a manner adverse to Parent, the Board's approval or recommendation of this AgreementAgreement or the Merger, or recommended a Company Superior Proposal, or resolved to do any such representation and warranty shall have become untrue after of the date foregoing; provided that Parent may not exercise this right of this Agreement, such that Sections 6.02(a) termination if it exercises the Option or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice the circumstances giving rise to the Company from right to terminate under this Section 7.4(b) are no longer in effect because the parties are proceeding on Modified Terms; or (c) prior to obtaining the Parent of such breach or failure by Requisite Vote, (i) Parent is the earlier of Withdrawing Party pursuant to Section 5.4(b), (xii) the 30th day following such notice Company had the right to exercise the Option and (yiii) the Termination Date; provided Company did not exercise the Option within the time in which it had a right to do so (it being understood that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.4(c) if unless and until Parent is then in breach of shall have paid the Company any of its representations, warranties, covenants or agreements amounts due under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days7.5(b)). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time by the Parent Board prior to the First Effective Time by action of the Board of Directors of Parent Time, if: (a) (i) the Company Board shall have made a Change of Directors of Recommendation; (ii) the Company shall have made materially breached its obligations under Section 6.2 as a result of or in connection with any actions taken (or failed to be taken) by the Company’s Key Employees, financial advisors or legal advisors; or (iii) the Company Change shall have materially breached its obligations under Section 6.2 and such breach has resulted in Recommendationreceipt by the Company of any Acquisition Proposal; provided, however, provided that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a8.3(a) if after the Requisite Company Requisite Vote has been is obtained; or; (b) if at any time prior to the Effective Time, there has been a breach by the Company of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Company shall have become untrue after the date of this Agreementuntrue, in either case, such that Sections 6.02(athe conditions in Section 7.2(a) or 6.02(bSection 7.2(b) would not be satisfied (and such breach or failure to be true and correct is not curable or, if curable, is not cured following notice prior to the Company from Parent of such breach Outside Date, or failure by if curable prior to the Outside Date, has not been cured within the earlier of (xi) thirty (30) days after the 30th day following such giving of notice and thereof by Parent to the Company or (yii) three Business Days prior to the Termination Date; provided Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.3(b) shall not be available to Parent if Parent is then it has breached its obligations set forth in breach of any of its representations, warranties, covenants or agreements under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a manner such that condition to the consummation of the Merger; or (c) (i) the Specified Transaction shall not have been consummated by the Specified Transaction Deadline (as extended in accordance with Section 7.2(h)); (ii) (A) all conditions set forth in Section 6.03(a7.1 and Section 7.2 (other than the condition set forth in Section 7.2(h)) or Section 6.03(b) would not be have been and remain satisfied (unless other than such conditions as, by their nature, are only capable of being cured within 30 days). (c) satisfied by the delivery of documents or the taking of any other action at any time prior the Closing, but subject to the Parent Requisite Vote being obtained, satisfaction (ior waiver) if of such conditions at the Board Closing) and (B) the Company stands ready to consummate the Transactions on the date of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement such notice; and (iii) prior to or concurrently with such termination, Parent pays delivers written notice to the Company in immediately available funds any fees required that Parent has elected to be paid terminate this Agreement pursuant to this Section 7.05(c8.3(c) no later than three (3) Business Days following the Specified Transaction Deadline (as extended in accordance with Section 7.2(h)).

Termination by Parent. This Agreement may be terminated and the Mergers Transactions may be abandoned at any time prior to the First Effective Time Closing by action of the Board of Directors of Parent ifParent: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a material breach of any representation, warranty, covenant or agreement made by the Company Debtor in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aSection 6.2(a) or 6.02(bSection 6.2(b) would not be satisfied and such material breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (x) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Debtor and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) 7.5 if Parent any of the Purchaser Entities is then in material breach of any of its representations, warranties, covenants or agreements under contained in this Agreement in a manner such that the conditions set forth in Section 6.03(a6.3(a) or Section 6.03(b6.3(b) would not be satisfied satisfied; (unless capable b) if the Carlyle Holders have (i) filed any federal or state tax return, or any amendment to such a return, claiming any deduction for worthlessness of being cured within 30 days).its Debtor Shares (as defined in the Restructuring Support Agreement) or (ii) Transferred (as defined in the Restructuring Support Agreement) any Debtor Shares other than in accordance with the Restructuring Support Agreement; (c) at if any time condition set forth in Section 6.1 shall have become incapable of fulfillment prior to the Parent Requisite Vote being obtainedTermination Date other than as a result of a material breach by the Purchaser Entities of any covenant or agreement contained in this Agreement, and such condition is not waived by Parent; (id) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from there has been a material breach of this Agreementthe obligations set forth in Section 4.10; (e) other than in accordance with the Plan, if there has been (i) a termination or rejection by the Lessor of the Master Lease or any Agreement Regarding Subleases by the Lessor or any other Subsidiary of the Debtor, or (ii) concurrently the occurrence of a Default or an Event of Default (each as defined under the Centerbridge Facility) under the Centerbridge Facility that would permit the acceleration of Obligations (as defined under the Centerbridge Facility) and a failure by the Debtor to cure such Default or Event of Default within thirty (30) days of the occurrence of such a Default or Event of Default, or the acceleration of Obligations (as defined under the Centerbridge Facility); or (f) if (i) Debtor fails to comply with Section 5.3(f) or (ii) HCR III fails to pay such cash and cash equivalents available to pay part or all of the termination Reduced Cash Rent due from and after the date hereof after (A) making all transfers of this Agreementfunds from the Debtor’s home health care, hospice and other ancillary businesses other than the Debtor’s skilled nursing and inpatient rehabilitation facilities, memory care facilities and assisted living facilities (the “SNF Business”) that are permitted under the Centerbridge Facility and (B) paying all available cash and cash equivalents from the SNF Business subject to retaining such reserves and making such other expenditures as either (x) the CRO or (y) the Debtor Board has determined in good faith, after consulting with Parent, subject are necessary to complying with allow the terms Debtor to operate safely, prudently and in the ordinary course of Section 5.03business, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did and, in case of either of clauses (i) or (ii), HCR III does not result from a material breach cure such failure within five (5) business days of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)failure.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifParent: (a) Prior to the Company's Stockholder Meeting, if (i) the Board of Directors of the Company shall have withdrawn or shall have amended or modified in a manner adverse to Parent its approval or recommendation of this Agreement, (ii) the Company shall have failed to include in the Prospectus/Proxy Statement the recommendation of the Company's Board of Directors in favor of the adoption and approval of this Agreement and the approval of the Merger, (iii) the Company's Board of Directors fails to reaffirm (publicly, if so requested) its recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger within ten (10) calendar days after Parent requests in writing that such recommendation be reaffirmed (provided that the condition set forth in Section 7.3(d) is satisfied on the date of such request), (iv) the Company's Board of Directors or any committee thereof shall have approved or recommended any Acquisition Proposal not made by Parent, (v) a tender or exchange offer relating to the Company's securities shall have been commenced by a Person unaffiliated with Parent and the Company Change in Recommendation; provided, however, that Parent will shall not have the right sent to terminate this Agreement its securityholders pursuant to this Section 7.04(aRule 14e-2 promulgated under the Securities Act, within ten (10) if business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company Requisite Vote has been obtained; or Company's Board of Directors recommends rejection of such tender or exchange offer, or (bvi) there has been a material breach by the Company of any of its obligations under Section 6.4 or Section 6.5. (b) If there has been a material breach by the Company of any representation, warranty, warranty or covenant or agreement made by of the Company set forth in this Agreement, Agreement (other than Section 6.4 or Section 6.5) or if any such representation and or warranty of the Company shall have become untrue after the date of this Agreementuntrue, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner either case such that the conditions set forth in Section 6.03(a7.2(a) or Section 6.03(b7.2(b) would not be satisfied (unless capable as of being cured within 30 days). (cthe time of such breach or as of the time such representation or warranty shall have become untrue; provided that if such breach by the Company or inaccuracy in its representation or warranty is curable through the exercise of reasonable efforts, then Parent may not terminate this Agreement under this Section 8.4(b) at any time prior to the date which is 30 calendar days after written notice of such breach or inaccuracy is given by Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Company.

Termination by Parent. This Agreement may be terminated terminated, and the Mergers transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the First Effective Time Offer Closing (notwithstanding any approval of this Agreement by action the shareholders of the Board of Directors of Parent ifCompany) by Parent: (a) if, prior to the Board of Directors of Offer Closing, (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have made entered into, or publicly announced its intention to enter into, a Company Change Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Company shall have breached or failed to perform in Recommendation; providedany material respect any of the covenants and agreements set forth in Section 6.04, however(iv) the Company Board fails to reaffirm (publicly, that if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent will and the Company shall not have the right sent to terminate this Agreement its shareholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that shareholders reject such tender or exchange offer, or (vi) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.04(a) if the Company Requisite Vote has been obtained8.03(a); or (b) there has been a breach of any representationif, warrantyprior to the Offer Closing, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) breached or 6.02(b) would not be satisfied and such breach or failure failed to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of perform any of its representations, warranties, covenants or other agreements under set forth in this Agreement in Agreement, which breach or failure to perform would give rise to the failure of a manner such that the conditions condition set forth in Section 6.03(a) 7.01 or Section 6.03(b) would not be satisfied any of the Offer Conditions (unless capable and in each case such breach or failure to perform is incapable of being cured by the Outside Date, or if curable, has not been cured within 30 daystwenty (20) days after its receipt of written notice thereof from Parent). (c) at any time prior to the Parent Requisite Vote being obtained; provided that such failure of a condition was not caused by, (i) if the Board of Directors of Parent authorizes Parentor a result of, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to by Parent or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Merger Sub.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifTime: (a) if prior to the receipt of the Parent Stockholder Approval, the Parent Board authorizes Parent, in full compliance with the terms of Directors this Agreement, including Section 6.11(b) hereof, to enter into a Parent Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Parent Superior Proposal; provided; that Parent shall have paid any amounts due pursuant to Section 8.6 hereof in accordance with the terms, and at the times, specified therein; and provided, further that in the event of such termination, Parent substantially concurrently enters into such Parent Acquisition Agreement; (b) if (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have made entered into, or publicly announced its intention to enter into, a Company Change in Recommendation; providedAcquisition Agreement (other than an Acceptable Confidentiality Agreement), however(iii) the Company Board fails to reaffirm (publicly, that if so requested by Parent) the Company Board Recommendation within ten (10) Business Days after the date any Company Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Company Takeover Proposal, (iv) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent will and the Company shall not have the right sent to terminate this Agreement its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (v) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.04(a) if the Company Requisite Vote has been obtained8.3(b); or (bc) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions to the Closing of the Merger set forth in Section 7.2(a) or 6.02(b(b) would not be satisfied and and, in either such case, such breach or failure to be true is not curable orincapable of being cured by the Outside Date; provided, if curable, is not cured following notice to that Parent shall have given the Company from Parent of at least thirty (30) days written notice prior to such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Datetermination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.3(b); provided that provided, further, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.3(b) if Parent it is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time Time, whether before or after (except as otherwise provided below) receipt of the Parent Shareholder Approval and the Company Stockholder Approval, by action of the Board of Directors of Parent Parent, after consultation with its outside legal advisors, if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (bi) there has been a breach by the Company of any representation, warranty, covenant or agreement made by set forth in this Agreement or if any representation or warranty of the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementuntrue, in either case such that Sections 6.02(a) or 6.02(b) the conditions set forth in Section 6.3 would not be satisfied and (ii) such breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to the Company from Parent of such breach or failure is given by Parent to the earlier of (x) the 30th day following such notice and (y) the Termination DateCompany; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.4(a) shall not be available to Parent if Parent it, at such time, is then in breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements under agreement set forth in this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would 6.2 shall not be satisfied satisfied; (unless capable b) a Company Adverse Recommendation Change shall have occurred or the Board of being cured within 30 days).Directors of the Company or any committee thereof shall have resolved to make a Company Adverse Recommendation Change; provided that the approvals required by Section 6.1(a)(ii) have not been obtained prior to such termination; or (c) at any time prior to the Parent Requisite Vote being obtainedCutoff Date, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to has received a Parent Superior Proposal that did not result from a material breach of this AgreementProposal, (ii) concurrently with the termination in light of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a such Parent Superior Proposal the Board of Directors of Parent shall have determined in good faith, after consultation with its outside legal advisors and financial advisors, that did proceeding with the Merger would be inconsistent with its fiduciary obligations, (iii) Parent has complied in all material respects with Section 5.16, (iv) Delaware Sub has previously paid (or concurrently pays) the fee provided for under Section 7.5(a)(iii), and (v) the Board of Directors of Parent concurrently approves, and Parent concurrently enters into, a binding definitive written agreement providing for the implementation of such Parent Superior Proposal; provided that Parent may not result effect such termination pursuant to this Section 7.4(c) unless and until (i) the Company receives at least three Business Days’ prior written notice from a material breach Parent of its intention to effect such termination pursuant to this Section 7.4(c); and (ii) during such three Business Day period, Parent shall, and shall cause its financial and legal advisors to, consider any adjustment in the terms and conditions of this Agreement and that the Company may propose (iii) prior it being understood that in the event of any material revisions to or concurrently with such terminationthe Parent Superior Proposal, Parent pays shall be required to deliver a new written notice to the Company pursuant to this Section 7.4(c) and to comply with the requirements of this Section 7.4(c) with respect to such new written information, except that all references in immediately available funds any fees required this proviso to three Business Days shall be deemed to be paid pursuant references to Section 7.05(ctwo Business Days in such event).

Termination by Parent. This Unless the Offer shall have been consummated, this Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, before or after the approval by holders of Shares, by action of the Board of Directors of Parent if: Parent, if (ax) (i) the Company shall have breached or failed to perform in any material respect any of its covenants or agreements hereunder (other than any immaterial covenants or agreements) or (ii) a representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall thereafter become inaccurate, except for such inaccuracies which, when taken together (in each case without regard to any qualification as to materiality or a Material Adverse Effect contained in the applicable representations and warranties) would not reasonably be likely to have a Material Adverse Effect, and, with respect to any such breach, failure to perform or inaccuracy that can be remedied, the breach, failure or inaccuracy is not remedied within 15 business days after the giving of written notice of such breach, failure or inaccuracy to the Company; or (y) the Board of Directors of the Company shall have made a Company Change withdrawn or modified in Recommendation; providedany manner adverse to Parent or Merger Sub its approval or recommendation of the Offer, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if or the Company Requisite Vote has been obtained; or (b) there has been a breach of Merger or shall have adopted or recommended any representation, warranty, covenant or agreement made by the Company in this AgreementAcquisition Proposal, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes the Company, upon request by Parent, shall fail to reaffirm such approval or recommendation within 10 business days after such request if an Acquisition Proposal is pending, or shall have resolved to do any of the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)foregoing.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: Parent, at any time prior to the Effective Time, before or after Company Stockholder Approval, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within thirty (30) days of delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, (c) (i) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03this Agreement, enters to enter into an Alternative Parent Acquisition Agreement providing for a Parent binding written agreement concerning a transaction that constitutes a Superior Proposal with respect to the Parent and the Parent notifies Company in writing in accordance with Section 6.4 that did not result from it intends to enter into such an agreement, attaching the most current version of such agreement (or a description of all material breach of this Agreement terms and conditions thereof) to such notice and (iiiii) prior the Parent upon such termination pursuant to or concurrently with such termination, Parent this clause (c) pays to the Company in immediately available funds any the fees required to be paid pursuant to Section 7.05(c)9.5 or (d) a Company Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (a) there shall have occurred a Change in Company Recommendation; (b) the Company shall have failed to include in the Proxy Statement/Prospectus the recommendation of the Board of Directors of the Company in favor of the adoption and approval of the Agreement and the approval of the Merger; (c) the Board of Directors of the Company or any committee thereof shall have approved or recommended any Superior Proposal with respect to the Company; or (d) a tender or exchange offer relating to more than 5% of the issued and outstanding securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) Business Days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) prior to obtaining Company Stockholder Approval: (i) a Company Adverse Recommendation Change shall have occurred; (ii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company shall that its stockholders vote in favor of the Merger and the transactions contemplated hereby; (iii) a tender or exchange offer relating to any Shares will have made a been commenced and the Company Change in Recommendation; provided, however, that Parent will not have sent to its security holders, within ten business days after the right to terminate this Agreement pursuant to this Section 7.04(a) if commencement of such tender or exchange offer, a statement disclosing that the Company Requisite Vote has been obtainedrecommends rejection of such tender or exchange offer; or (iv) an Acquisition Proposal is publicly announced, and the Company fails to issue, within ten business days after such Acquisition Proposal is announced, a press release that reaffirms the recommendation of the Board of Directors of the Company that its stockholders vote in favor of the Merger and the transactions contemplated hereby; (b) the Company shall have breached any of its obligations under Section 6.3 in any material respect; or (c) if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAgreement such that the closing condition contained in Section 7.2(b) would not be satisfied, or (ii) there exists a breach of any such representation and or warranty shall have become untrue after of the date of Company contained in this Agreement, Agreement such that Sections 6.02(a) or 6.02(bthe closing condition contained in Section 7.2(a) would not be satisfied and, in the case of both (i) and (ii), such breach or failure to be true condition is not curable or, if curable, is not cured following notice to within 30 days after the Company receives written notice from Parent of such breach or failure by Parent, which notice shall state the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right Parent’s intention to terminate this Agreement pursuant to under this Section 7.04(b8.4(c) if Parent is then in breach and the basis of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifClosing: (a) if prior to the receipt of the Requisite Parent Vote at the Parent Stockholders Meeting, the Parent Board authorizes Parent, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Directors this Agreement, including Section 5.04 hereof, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, that in the event of such termination, Parent substantially concurrently enters into such Acquisition Agreement; (b) if: (i) a Company Adverse Recommendation Change shall have occurred or the Company shall have made a approved or adopted, or recommended the approval or adoption of, any Company Change in RecommendationAcquisition Agreement; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(aor (ii) if the Company Requisite Vote has been obtainedshall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 5.04 or Section 5.06; or (bc) if there has shall have been a breach of any representation, warranty, covenant covenant, or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and and, such breach or failure to be true is not curable incapable of being cured by the End Date; or, if curablecapable of being cured by the End Date, is shall not have been cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) 30 days after written notice thereof is given by Parent to the Company or (ii) the 30th day following such notice and (y) the Termination End Date; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.03(c) if Parent or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such obligation hereunder that the conditions would cause any condition set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the The Company shall have made breached or failed to perform any of its representations and warranties, covenants or agreements set forth in this Agreement such that the conditions set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied, and such breach or failure to perform is not capable of being cured by the Company prior to the Termination Date or is not cured by the Company within 30 days after Parent has delivered to the Company a Company Change in Recommendationwritten notice of such breach or failure to perform; provided, however, that Parent will may not have the right to terminate this Agreement pursuant to under this Section 7.04(a9.4(a) if the Company Requisite Vote has been obtained; or (b) there has been a Parent is then in breach of any representation, warranty, covenant or agreement made set forth in this Agreement such that the conditions set forth in Section 8.2(a) or Section 8.2(b) shall not be satisfied; or (b) a Company Adverse Recommendation Change shall have occurred; (c) prior to obtaining the Parent Shareholder Approval, concurrently with the entry by Parent into a binding definitive agreement providing for a Superior Proposal; provided, that (i) Parent has complied in all respects with Section 7.3, and (ii) Parent has previously paid (or concurrently with such termination pays to Company) the fee provided for under Section 9.5(b); or (d) the Company in this Agreement, or any such representation and warranty shall have become untrue after not received the date of this AgreementReconfirmation Opinion as provided in Section 8.2(e); provided, such however, that Sections 6.02(a) or 6.02(b) would not be all conditions set forth in Section 8.1 shall have been satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have waived the right to condition set forth in Section 8.2(e); provided, further, that Parent may not terminate this Agreement pursuant to under this Section 7.04(b9.4(d) if Parent is then in breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements under agreement set forth in this Agreement in a manner such that the conditions set forth in Section 6.03(a8.2(a) or Section 6.03(b8.2(b) would shall not be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Parent Board of Directors of Parent if: (a) the Board of Directors due to an occurrence or circumstance which would result in a failure to satisfy any of the Company Offer Conditions, (i) Purchaser shall have made a Company Change in Recommendationnot commenced the Offer within the time required by Section 1.1, (ii) subject to Section 1.1. hereof, the Offer shall have expired or been terminated without Purchaser having purchased any Shares pursuant thereto or (iii) Purchaser shall not have accepted for payment Shares pursuant to the Offer prior to August 31, 2003; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.4(a) if Parent is then in Parent’s or Purchaser’s breach of this Agreement was the cause of, or resulted in, the failure of any of its representationsthe Offer Conditions or the failure of the Parent to have accepted for payment Shares pursuant to the Offer, warrantiesand provided, covenants further, that, if the sole unsatisfied Offer Condition is paragraph 2(d) of Exhibit A to this Agreement, such termination may be effected by Parent only if the breach or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) failure to perform or Section 6.03(b) would comply is not be satisfied (unless capable of being cured (it being understood that a willful failure to comply with Section 7.3 is not capable of being cured) or, if such breach or failure is capable of being cured, has not been cured within 30 days).fifteen days following receipt by the Company of written notice of such breach or failure; or (cb) at any time prior to the Parent Requisite Vote being obtainedpurchase of Shares by Purchaser pursuant to the Offer, (i) if the Company Board shall have withdrawn or modified the recommendation of Directors of Parent authorizes Parentthe Company Board referred to in Section 1.2(a), to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with any person or “group” (as such term is used in Section 13(d)(3) of the termination Exchange Act) shall have become the beneficial owner (as that term is used in Rule 13d-3 under the Exchange Act) of this Agreement, Parent, subject to complying with a majority of the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)outstanding Shares.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First CPI Merger Effective Time by action of the Board of Directors of Parent ifParent: (a) if (i) the Board of Directors of the Company shall have made withdrawn or adversely modified its approval or recommendation of this Agreement or after an Acquisition Proposal with respect to a Company Change in Recommendation; provided, however, that Parent will not have the right Acquisition Proposal or Healthcare Proposal has been made failed to terminate reconfirm its recommendation of this Agreement pursuant within ten business days after a written request by Parent to this Section 7.04(ado so or (ii) if the Company Requisite Vote has been obtained; orshall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company referred to in Section 6.3. (b) if there has been a material breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such Agreement that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to the Company from Parent of such breach is given by Parent to the party committing such breach, and as a result of any such breach or failure breaches by the earlier Company either of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a7.2(a)(i) or Section 6.03(b(b) would not be satisfied (unless capable of being cured within 30 days)at the Closing. (c) at if there has been a material breach by CPI of any time prior representation, warranty, covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Parent to the Parent Requisite Vote being obtainedparty committing such breach, and as a result of any such breach or breaches by CPI either of the conditions set forth in Section 7.2(a)(ii) or (b) would not be satisfied at the Closing. (d) if (i) if the Board Asset Purchase Agreement is terminated (other than pursuant to Section 11.3(a) of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, Asset Purchase Agreement to enter into an Alternative Parent a binding agreement concerning a Consumer Products Acquisition Proposal that constitutes a Superior Proposal) or (ii) within 10 business days after the termination of the Asset Purchase Agreement pursuant to such Section 11.3(a), the Company has not entered into a new agreement with respect to a Parent Superior Consumer Products Acquisition Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement Company Merger Sub and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees CPI Merger Sub are required to be paid accept as a Substitute APA pursuant to Section 7.05(c6.2(b).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the shareholder approvals referred to in Section 7.01(a), by action of the Board of Directors of Parent ifBoard, in the event that: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there There has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a7.03(a) or 6.02(b7.03(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by Parent to the Company. . (b) There is a material breach by one or more directors or Executives who is or are a shareholder(s) of the Company of any of his or her representations or warranties or any of his or her covenants or obligations contained in his or her Shareholders Agreement, including a breach of the obligation to vote his or her Shares in favor of the adoption of this Agreement, if such breach has resulted in the failure of this Agreement to be adopted by the shareholders of the Company and cannot be or has not been cured within thirty (30) days after the giving of written notice thereof to the breaching directors or Executives. (c) The Company shall have breached Section 6.06; the Company Board shall have effected a Change of Recommendation; at any time after the end of fifteen (15) Business Days following receipt of an Acquisition Proposal, the Company Board shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) Business Days) after receipt of any written request to do so from Parent; or a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company Board recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) Business Days after the commencement of such tender or exchange offer, the Company Board fails to recommend unequivocally against acceptance of such offer. (d) If (1) the Parent Average Price is more than $46.81, (2) such increase is not proportionate relative to the Index, (3) Parent delivers written notice to the Company from Parent of its intention to terminate this Agreement within forty-eight (48) hours following the date of such breach event and (4) the Company does not elect to pursue an Increase Adjustment as set forth below; provided, however, that, if Parent effects a stock dividend, reclassification, recapitalization, stock split, combination, exchange of shares or failure similar transaction after the date hereof and prior to the date on which the Parent Average Price is determined, the provisions of this Section 8.04(d) shall be appropriately adjusted so that such event does not in and of itself trigger a termination right on behalf of the Parent. An increase is not “proportionate relative to the Index” if the quotient obtained by dividing the Parent Average Price by the earlier of (x) Parent Initial Price is greater than the 30th day following such notice quotient obtained by dividing the Final Index by the Initial Index and (y) adding 0.15 to the Termination Date; provided that quotient. Parent shall not have the right be entitled to terminate this Agreement pursuant to this Section 7.04(b8.04(d) if (i) the Company elects, no later than the close of business on the second succeeding Business Day after the close of the Parent is then in breach of any of its representationsMeasuring Period, warranties, covenants or agreements under this Agreement in a manner to adjust the Exchange Ratio (an “Increase Adjustment”) such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to Exchange Ratio shall equal the number derived by dividing $3.45 by the Parent Requisite Vote being obtainedAverage Price, or (iii) if after the Board of Directors of date hereof, Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter publicly announces that it has entered into an Alternative Parent Acquisition Agreement a definitive agreement with respect to the acquisition of Parent by a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)third party.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of at any time prior to the Company Stockholder Approval having been obtained, (i) the Company Board shall have made a Company Change in Recommendation; (ii) the Company shall have failed to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus mailed to its stockholders; (iii) the Company Board shall have failed to publicly reaffirm its recommendation to approve the Company Board Recommendation within ten (10) Business Days after Parent so requests in writing following the public disclosure of any Company Acquisition Proposal with any Person other than Parent (provided, however, that Parent will not shall only be able to make such request twice); (iv) a tender offer or exchange offer for outstanding Shares shall have the right to terminate this Agreement pursuant to this Section 7.04(abeen commenced (other than by Parent or an Affiliate of Parent) if and the Company Requisite Vote has been obtainedBoard shall have recommended that the stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) Business Days after the commencement of such tender or exchange offer, the Company Board shall have failed to recommend against acceptance of such offer; oror (v) the Company shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 5.2; (b) at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval is obtained, by action of the Parent Board, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aany condition set forth in Section 6.2(a) or 6.02(bSection 6.2(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of: (i) 30 days following notice to the Company from Parent of such breach or failure by the earlier of and (xii) the 30th day following such notice and date that is three (y3) Business Days prior to the Termination Date; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.4(b) if Parent is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; or (c) at any time prior to the Parent Requisite Vote Stockholder Approval being obtained, (i) if the Parent Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.035.3, to enter into an Alternative Parent Acquisition Agreement with respect to a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Parent Superior Proposal that did not result from a material breach of this Agreement, ; (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.035.3, enters into an Alternative Parent Acquisition Agreement a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Parent Superior Proposal that did not result from a material breach of this Agreement Agreement; and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)7.6.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent Purchase Time, if: (a) the Board due to an occurrence or circumstance which would result in a failure of Directors any of the Company Offer Conditions to be satisfied at any scheduled expiration of the Offer, (i) Purchaser shall not have commenced the Offer within the time required by Section 1.1, (ii) subject to Section 1.1 hereof, the Offer shall have made a Company Change in Recommendationexpired or been terminated without Purchaser having purchased any Shares pursuant thereto, or (iii) the Outside Date shall have occurred and Purchaser shall not have accepted for payment Shares pursuant to the Offer on or before the close of business on the Outside Date; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent is then in breach the failure of any of the Offer Conditions to be satisfied or the failure of Parent to have accepted for payment Shares pursuant to the Offer directly or indirectly resulted from or was caused by Parent’s or Purchaser’s failure to perform any of its representations, warranties, covenants or agreements obligations under this Agreement in a manner Agreement; provided, further, that, if the sole unsatisfied Offer Condition is Paragraph 2(d) of Exhibit A to this Agreement, such that termination may be effected by Parent prior to the conditions set forth in Section 6.03(a) Outside Date only if the breach or Section 6.03(b) would failure to perform or comply or to be true and correct is not be satisfied (unless capable of being cured within 30 days).ten (10) days following receipt by the Company of written notice of such breach or failure (it being understood that a failure to comply with Section 6.3 shall not be deemed capable of being cured) or, if such breach or failure is capable of being cured within such period, it has not been cured within such period; or (cb) at any time prior to the Parent Requisite Vote being obtainedPurchase Time, (i) if the a Change of Board of Directors of Parent authorizes ParentRecommendation shall have been effected, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to shall have intentionally breached Section 7.05(c)6.3.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifClosing: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of breached any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or if any such representation and or warranty shall have of the Company has become untrue after the date of this Agreementuntrue, in each case, such that Sections 6.02(athe conditions set forth in Section 7.3(a) or 6.02(b) would Section 7.3(b), as the case may be, could not be satisfied and as of the Closing Date; provided, however, that Parent may not terminate this Agreement pursuant to this Section 8.4(a) unless any such breach or failure to be true is has not curable or, if curable, is not been cured following within twenty (20) days after written notice by Parent to the Company from Parent informing the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the earlier of (x) the 30th day following such notice and (y) the Termination Outside Date; provided and provided, further, that Parent shall may not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).any material respect; or (cb) at any time prior to the Parent Requisite Vote being obtained, if (i) if the Company Board shall have effected a Change of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this AgreementBoard Recommendation, (ii) concurrently a tender offer or exchange offer for Shares that constitutes an Acquisition Proposal is commenced prior to obtaining the Requisite Stockholder Approval and the Company Board fails to recommend against acceptance of such tender offer or exchange offer by its stockholders (including, for these purposes, by taking no position with respect to the termination acceptance of this Agreementsuch tender offer or exchange offer by its stockholders, Parentwhich shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after commencement, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company enters into a definitive agreement with respect to any Acquisition Proposal or (iv) the Company fails to include in immediately available funds any fees required to be paid pursuant to Section 7.05(c)the Proxy Statement the Company Board Recommendation.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) (i) the Board of Directors representations and warranties of the Company shall not be true and correct or the Company shall have made breached or failed to perform any of its covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (A) would give rise to the failure of a Company Change condition set forth in Recommendation; providedSection 7.2 and (B) cannot be cured by the Termination Date, howeveror if capable of being cured, that Parent will shall not have been cured within 30 days following receipt by the right Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(a8.4(a) if and the Company Requisite Vote has been obtained; or basis for such termination (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curableearlier, is not cured following notice the Termination Date); or (ii) the Company shall have breached in any material respect its obligations under Section 6.2, which breach (A) would give rise to the Company from Parent failure of a condition set forth in Section 7.2 and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within (x) five business days following receipt of written notice of such breach from Parent or failure by the earlier of (x) the 30th day following such notice and (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent it is then in material breach of any of its representations, warranties, covenants or other agreements under this Agreement hereunder that would result in a manner such that the conditions any condition to Closing set forth in Section 6.03(a) or Section 6.03(b) would 7.3 not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes ParentCompany Board, whether or not permitted to the extent permitted do so by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, shall have effected a Change of Recommendation; (ii) concurrently with the termination of this Agreement, Parent, subject Company or the Company Board shall have publicly announced its intention to complying with do the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and foregoing; or (iii) prior to or concurrently with such termination, Parent pays to the Company shall have failed to include the Company Board Recommendation in immediately available funds any fees required the Form F-4 and Prospectus, or failed to be paid hold the Company Shareholders Meeting pursuant to Section 7.05(c)6.3.

Termination by Parent. This Parent shall have the right to terminate this Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (ai) the Board of Directors at any time prior to receipt of the Company shall have made a Company Change in Recommendation; providedParent Stockholder Approval, however, that the Parent will not have the right Board has authorized Parent to terminate this Agreement pursuant to this Section 7.04(a8.1(c)(i) if in order for Parent to enter into a definitive agreement with respect to a Superior Parent Acquisition Proposal to the extent permitted by, and subject to the applicable terms and conditions of, Section 6.5(e); provided that, prior to or concurrently with such termination, Parent shall pay or cause to be paid to the Company Requisite Vote has been obtainedthe Parent Termination Fee under Section 8.3(b); (ii) at any time prior to the Company’s receipt of the Company Stockholder Approval, (A) the Company Board or a committee thereof effects a Company Change of Recommendation (regardless of whether such Company Change of Recommendation was permitted under Section 6.4(e)(i) or Section 6.4(e)(ii)); or (B) the Company breaches any of the Company’s obligations under Section 6.4 in any material respect; provided, however, that in no event shall Parent be entitled to terminate this Agreement pursuant to this Section 8.1(c)(ii) following the Company’s receipt of the Company Stockholder Approval; or (biii) there has been the Company shall have breached, or failed to perform or comply with, any of its covenants or agreements hereunder, or any of the Company’s representations or warranties hereunder fails to be accurate, which failure (1) would give rise to the failure of a breach condition in Section 7.2 to be satisfied and (2) is not reasonably capable of any representation, warranty, covenant or agreement made being cured by the Company in this Agreement, or any such representation and warranty shall have become untrue after by the date of this Agreement, such that Sections 6.02(aOutside Date (as it may be extended under Section 8.1(b)(i)) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curablecapable of being cured by the Company by the Outside Date (as it may be extended under Section 8.1(b)(i)), is not cured following by the Company within thirty (30) days after Parent delivers written notice of such failure to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination DateCompany; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.04(b8.1(c)(iii) if Parent is then in breach of or Merger Sub has breached, or failed to perform or comply with, any of its representations, warranties, the covenants or agreements under this Agreement in hereunder, or any of Parent’s or Merger Sub’s respective representations or warranties hereunder fails to be accurate, which failure would give rise to the failure of a manner such that the conditions set forth condition in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days)7.3. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated by Parent and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifParent: (a) if a Change in Recommendation shall have occurred; (b) if (i) the Company Board (or any committee thereof) approves, endorses or recommends a Takeover Proposal, (ii) the Company enters into a contract or agreement relating to a Takeover Proposal (other than an Acceptable Confidentiality Agreement or an Other Confidentiality Agreement entered into in compliance with Section 6.2), (iii) the Company or the Company Board publicly announces its intention to do either of Directors the foregoing other than in accordance with the provisions of Section 6.2, (iv) there shall have occurred a material breach of Section 6.2 by any “executive officer” of the Company (as such term is defined in the Exchange Act) or by any of the Company’s Representatives acting at the express direction of or with the express authorization of the Company Board or any such executive officer, or (v) the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right failed to terminate this Agreement pursuant to this Section 7.04(a) if include the Company Requisite Vote has been obtainedRecommendation in the Proxy Statement distributed to the Company’s stockholders; or (bc) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company contained in this Agreement, Agreement or any such representation and or warranty of the Company shall have become untrue after the date of this Agreementinaccurate, in each case, such that Sections 6.02(athe conditions set forth in Section 7.2(a) or 6.02(b7.2(b) would not be satisfied and satisfied, provided, that, in the event that such breach by the Company or failure to be true is not such inaccuracies in the representations and warranties of the Company are curable or, if curable, is not cured following notice by the Company prior to the Company from End Date, then Parent of such breach or failure by shall not be permitted to terminate this Agreement pursuant to this Section 8.4(c) until the earlier to occur of (x) the 30th expiration of a thirty (30) day following period after delivery of written notice from Parent to the Company informing the Company of such notice and breach or inaccuracy, as applicable, or (y) the Termination Dateceasing by the Company to attempt to cure such breach or inaccuracy; and, provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(c) if (i) such breach or inaccuracy is cured within such thirty (30) day period, or (ii) Parent is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach provision of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the Shareholder Vote shall have been obtained, by action of the Board of Directors of Parent if: (a) (i) there has been an Adverse Recommendation, (ii) the Board Company or any of Directors of its Subsidiaries shall have entered into a Company Acquisition Agreement (other than, solely when permitted by Section 6.4(c), an Acceptable Confidentiality Agreement), (iii) the Company shall have made breached or failed to perform any of its material obligations set forth in Section 6.4 (including compliance in all respects with Section 6.4(f)), (iv) the Company Board fails to include in the Proxy Statement, when mailed, the Board Recommendation or to reaffirm (publicly, if so requested by Parent) the Board Recommendation within ten (10) Business Days after the date any Acquisition Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Acquisition Proposal, (v) a tender offer or exchange offer relating to Company Change in Recommendation; provided, however, that Common Stock shall have been commenced by a Person unaffiliated with Parent will and the Company shall not have the right sent to terminate this Agreement its shareholders pursuant to this Section 7.04(aRule 14e-2 under the Securities Act, within ten (10) if Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Board Recommendation and recommending that shareholders reject such tender or exchange offer, or (vi) the Company Requisite Vote has been obtainedor the Company Board (or any committee thereof) shall have formally resolved or publicly authorized or proposed to take any of the foregoing actions; or (b) there has been a breach of any other representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(a) or 6.02(bthe conditions set forth in Section 8.2(a) would not be satisfied satisfied, if occurring or continuing at the Effective Time, and such breach or failure to be true is not curable or, if curable, and correct is not cured by the earlier of (i) the End Date and (ii) thirty (30) calendar days following receipt of written notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days)failure. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of at any time prior to the Company Stockholder Approval having been obtained, (i) the Company Board shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a(ii) if the Company Requisite Vote has been obtained; orshall have failed to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) the Company shall have materially breached or shall have failed to perform in any material respect its obligations set forth in Section 5.2; (b) at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval referred to in Section 6.1(a) is obtained, by action of the Parent Board, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any condition set forth in Sections 6.02(a6.2(a) or 6.02(b6.2(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following notice to the Company from Parent of such breach or failure by the earlier of and (xii) the 30th day following such notice and date that is three (y3) Business Days prior to the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.4(b) if Parent is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Agreement; (c) at any time prior to the Parent Requisite Vote Stockholder Approval being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.035.3, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.035.3, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c7.6(a).

Termination by Parent. This Agreement may be terminated terminated, and the Mergers transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the First Effective Time (notwithstanding any approval of this Agreement by action the stockholders of the Board of Directors of Parent ifCompany) by Parent: (a) if, prior to the Offer Closing (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company or the Company Board of Directors of (or any committee thereof) shall have approved, adopted, recommended, entered into, or publicly announced its intention to enter into, a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Company shall have made a breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 6.04, (iv) any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company Change in Recommendation; providedand the Company Board fails to reaffirm (publicly, however, that Parent will not have if so requested by Parent) the right to terminate this Agreement pursuant to this Section 7.04(aCompany Board Recommendation within the earlier of (x) if the Company Requisite Vote has not delivered a notice to Parent with respect to such Takeover Proposal pursuant to Section 6.04(d), five (5) Business Days after the date such Takeover Proposal is publicly disclosed by the Company, or (y) if the Company has delivered a notice to Parent with respect to such Takeover Proposal pursuant to Section 6.04(d), the expiration of the Notice Period (as may be extended pursuant to Section 6.04(d)), (v) any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Person making such Takeover Proposal (other than a Takeover Proposal described in clause (vi)) and the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within the earlier of (x) if the Company has not delivered a notice to Parent with respect to such Takeover Proposal pursuant to Section 6.04(d), ten (10) Business Days after the date such Takeover Proposal is publicly disclosed by the Person making such Takeover Proposal, or (y) if the Company has delivered a notice to Parent with respect to such Takeover Proposal pursuant to Section 6.04(d), the expiration of the Notice Period (as may be extended pursuant to Section 6.04(d)), (vi) a tender offer or exchange offer relating to Company Common Stock shall have been obtainedcommenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vii) the Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 8.03(a); or (b) there has been a breach of any representationif, warrantyprior to the Offer Closing, covenant or agreement made by the Company shall have breached or failed to perform any of its representations and warranties or covenants or other agreements set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied Agreement and such breach or failure to be true is not curable or, if curable, is not cured following notice perform would give rise to the failure of a condition set forth in subsection (c)(iii) of Exhibit A to occur or otherwise prevent the Company from Parent delivering the certificate contemplated by subsection (c)(vii) of Exhibit A (and in each case such breach or failure to perform is incapable of being cured by the Outside Date, or if curable, has not been cured within the earlier of (x) the 30th day following such Outside Date or 20 days after its receipt of written notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 daysthereof from Parent). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to before the First Effective Time by action of the Board of Directors of Parent ifTime: (a) prior to the Board of Directors receipt of the Company Requisite Parent Vote, if and only if prior to or substantially concurrent with such termination, (i) Parent shall have made a paid the Parent Termination Fee to the Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a7.6 and (ii) Parent substantially concurrently with such termination enters into a definitive agreement with respect to the Superior Proposal that did not result from a material breach of Section 5.4 and that remained a Superior Proposal following Parent’s compliance with the provisions set forth in Section 5.4; (b) if the Company Requisite Vote has been obtained; or (b) there has been a breach breaches any of any representationits representations, warrantywarranties, covenant covenants or agreement made by the Company agreements contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(bwhich breach (i) would give rise to the failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) cannot be satisfied and such breach or failure to be true is not curable cured by the Termination Date, or, if curable, is has not been cured following notice to by the Company from Parent of such breach or failure by within the earlier of (xi) 30 days after the 30th day following Company’s receipt of written notice of such notice breach from Parent and (yii) three (3) Business Days prior to the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.4(b) if any Parent Entity is then in breach of any of its representations, warranties, covenants or agreements under contained in this Agreement that would result in a manner such that the conditions to Closing set forth in Section 6.1 or Section 6.3 not to be satisfied; or (c) if all of the conditions set forth in Section 6.03(a) or 6.1 and Section 6.03(b) would not 6.3 have been satisfied (other than any condition the failure of which to be satisfied (unless capable of being cured within 30 days). (c) at any time prior to has been principally caused by the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement by the Company or any of its Affiliates and (iii) prior conditions that, by their nature, are to or concurrently with such be satisfied at Closing and which were, at the time of termination, Parent pays to capable of being satisfied) and the Company in immediately available funds any fees required has failed to be paid pursuant fulfill its obligation and agreement herein to Section 7.05(c)consummate the Closing within three (3) Business Days following written notice of such satisfaction from Parent and that Parent is ready, willing and able to consummate the Transactions.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time (notwithstanding any approval of this Agreement by action the stockholders of the Board of Directors of Parent if:Company): (a) the Board of Directors of IF (i) a Company Adverse Recommendation Change shall have occurred, (i) the Company shall have made entered into, or publicly announced its intention to enter into, a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Acquisition Agreement pursuant to this Section 7.04(a(other than an Acceptable Confidentiality Agreement) (ii) if the Company Requisite Vote has been obtainedshall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 5.04 (iii) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (“10”) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal (iv) Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this ; or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable or, if curable, is not incapable of being cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination End Date; provided that Parent shall not have given the right Company at least 15 days written notice prior to such termination stating Parent's intention to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated terminated, and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifParent: (a) if, prior to the Board of Directors of Offer Closing: (i) a Company Adverse Recommendation Change shall have occurred, (ii) the Company shall have made a approved or adopted, or recommended the approval or adoption of, any Company Change Acquisition Agreement, of (iii) the Company shall have breached or failed to perform in Recommendationany material respect any of its covenants and agreements set forth in Section 6.03; provided, however, that Parent will not have exercises the right to terminate this Agreement pursuant to this Section 7.04(a8.03(a) if within ten (10) Business Days after the Company Requisite Vote has been obtainedshall have provided written notice to Parent confirming the occurrence of (i), (ii) or (iii) and referencing this Section 8.03(a); or (b) there has been a breach of any representationif, warrantyprior to the Offer Closing, covenant or agreement made by the Company shall have breached or failed to perform any its representations, warranties, covenants, or other agreements set forth in this Agreement, which breach or any such representation and warranty shall have become untrue after failure to perform would give rise to the date failure of this Agreement, such that Sections 6.02(aa conditions set forth in (d) or 6.02(b(e) would not be satisfied of Annex I (and in each case such breach or failure to be true perform is not curable orincapable of being cured by the Outside Date, or if curable, is has not been cured following notice to the Company from Parent of such breach or failure by the earlier of the Outside Date and ten (x10) the 30th day following such Business Days after its receipt of written notice and (y) the Termination Datethereof from Parent); provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.03(b) if Parent or Merger Sub is then in material breach of any of its or more representations, warranties, covenants covenants, or agreements under this Agreement in a manner such obligations hereunder that would reasonably be expected to prevent, materially impede, or materially delay the conditions set forth in Section 6.03(a) consummation by Parent or Section 6.03(b) would not be satisfied (unless capable Merger Sub of being cured within 30 days)the Offer, the Merger or the other transactions contemplated hereby. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated terminated, and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifat: (a) If, prior to the Board Offer Closing: (i) a Change of Directors of Recommendation shall have occurred or the Company shall have made approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement; or (ii) the Company shall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 6.04; (b) if, prior to the Offer Closing, the Company shall have breached or failed to perform any its representations, warranties, covenants, or other agreements set forth in this Agreement, which breach or failure to perform would give rise to the failure of a Company Change condition set forth in Recommendation(c) or (d) of Annex I (and in each case such breach or failure to perform is incapable of being cured by the Outside Date, or if curable, has not been cured within 10 Business Days after its receipt of written notice thereof from Parent); provided, however, that Parent will not shall have given the right Company at least 20 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date8.03(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.03(b) if Parent or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days).been cured; or (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Transaction Litigation is pending.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of Parent by written notice to the Board of Directors of Parent Company if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that which breach or failure to be true would result in the failure to satisfy a condition set forth in Sections 6.02(a7.2(a) or 6.02(b7.2(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following written notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice to be true and (yii) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement; (b) there shall have been a Change in Recommendation; provided, Parent may not terminate this Agreement in a manner such that pursuant to this Section 8.4(b) once the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).Company Requisite Vote has been obtained; (c) at any time the preliminary Proxy Statement shall not have been filed by the Company with the SEC on or prior to the day that is fifteen (15) Business Days following the date of this Agreement; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(c) if Parent or Merger Sub’s breach of or failure to perform its obligations under this Agreement materially contributed to, or resulted in, the failure of the Company to file the preliminary Proxy Statement with the SEC on or prior to such date (it being understood that ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall be deemed a single party for purposes of this proviso); (d) the Company Requisite Vote being obtainedshall not have been obtained at a duly held Company Stockholders Meeting, or at any adjournment or postponement thereof, on or prior to (i) October 1, 2025, if the Board of Directors of Parent authorizes Parent, to SEC informs the extent permitted by and subject to complying with Company that it will not review the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, preliminary Proxy Statement or (ii) concurrently with October 31, 2025, if the termination SEC informs the Company that it will review the preliminary Proxy Statement or provides comments to the preliminary Proxy Statement; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(d) if Parent or Merger Sub’s breach of or failure to perform its obligations under this Agreement materially contributed to, or resulted in, the failure to obtain the Company Requisite Vote (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of this proviso); (e) the Recapitalization Support Agreement, dated as of July 8, 2025, by and among the Company and the Consenting Lenders (as defined therein) (the “RSA”), shall have been terminated by any of the parties thereto in accordance with its terms; (f) the Company or any of its subsidiaries commences or becomes subject to any proceedings under chapter 11 of title 11 of the United States Code; (g) either of the parties receive a Second Request; (h) any Transaction Litigation pending before a Governmental Entity that is not resolved within forty-five (45) days of commencement or that, as determined in good faith by Parent in its sole discretion, would reasonably be expected to prevent or delay the consummation of the Merger; (i) (w) any Voting Agreement is materially modified, amended, or supplemented in a manner not approved by Parent, subject (x) any party to complying with a Voting Agreement breaches its obligations thereunder to vote in support of the terms Merger and the adoption of Section 5.03the Merger Agreement that, enters into an Alternative as determined in good faith by Parent Acquisition Agreement providing for in its sole discretion, would reasonably be expected to result in a Parent Superior Proposal that did not result from a material breach postponement or adjournment of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company Stockholders Meeting, (y) the Company waives any of its rights under a Voting Agreement or (z) any Voting Agreement is terminated; or (j) the Company has not received duly executed copies of the Contracts set forth on Section 7.2(e) of the Company Disclosure Letter, in immediately available funds form and substance reasonably acceptable to Parent, within seven (7) days of the date hereof or if any fees required to be paid pursuant to Section 7.05(c)such duly executed Contract is thereafter modified, amended, supplemented or terminated in a manner not approved by Parent.

Termination by Parent. This Agreement may be terminated by Parent and the Mergers Offer and the Merger may be abandoned at any time prior to the First Effective Acceptance Time by action of the Board of Directors of Parent if: (a) the Board board of Directors directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if of Recommendation or the Company Requisite Vote has been obtained; orshall have breached any of its obligations under Section 6.2 in any material respect; (b) at any time following receipt or public announcement of an Acquisition Proposal, the Company’s board of directors shall have failed to reaffirm the Company Recommendation within five business days after receipt of any reasonable written request to do so from Parent; (c) a tender offer or exchange offer for thirty-five percent or more of the outstanding Shares (other than by Parent or an Affiliate of Parent) shall have been commenced and, within 10 business days after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the Company’s board of directors fails to recommend against acceptance of such offer; (d) there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions set forth in clauses (ii) or 6.02(band (iii) of Annex B would not be satisfied and and, in either such case, such breach or failure to be true is not curable or, if curable, is not incapable of being cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date, or if capable of being cured by the Termination Date is not so cured; provided provided, that Parent shall have given the Company at least 30 days written notice prior to such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.5(d); provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.5(d) if Parent or Acquisition Sub is then in material breach of any of its representations, warranties, covenants or agreements under contained in this Agreement Agreement; or (e) Parent has notified the Company in a manner such writing that it or Acquisition Sub desires to waive the condition set forth in clause (i) of Annex B and that all other conditions set forth in Section 6.03(a) on Annex B have been satisfied or Section 6.03(b) would not be satisfied waived (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iiiunder Applicable Laws) prior to or concurrently with such termination, Parent pays to and the Company either does not provide Parent with written consent to waive such condition as provided in immediately available funds any fees required to be paid pursuant to Section 7.05(cAnnex B within two business days of receipt of such notification or unreasonably conditions such waiver (as determined by Parent in its sole discretion), it being understood and agreed that if such condition is waived as provided herein, the Offer shall remain open for at least five business days from the date such waiver has been made and the related restrictions or limitations imposed by FINRA are disclosed by the parties, or such shorter time as the parties mutually agree, after consultation with their counsel.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) (i) the Board of Directors representations and warranties of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if be true and correct or the Company Requisite Vote has been obtained; or (b) there has been a breach shall have breached or failed to perform any of any representation, warranty, covenant its covenants or agreement made by the Company agreements contained in this Agreement, or any such representation which failure to be true and warranty shall have become untrue after the date of this Agreementcorrect, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice perform (A) would give rise to the Company from failure of a condition set forth in Section 7.1 (Conditions to Each Party's Obligations to Effect the Merger) or 7.2 (Conditions to Obligations of Parent and Merger Sub) and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within (x) 15 days following receipt of written notice of such breach from Parent or failure by the earlier of (x) the 30th day following such notice and (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided or (ii) the Company shall have breached in any material respect its obligations under Section 6.4 (No Solicitation of Transactions), which breach (A) would give rise to the failure of a condition set forth in Section 7.1 (Conditions to Each Party's Obligations to Effect the Merger) or 7.2 (Conditions to Obligations of Parent and Merger Sub) and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within (x) 10 days following receipt of written notice of such breach from Parent or (y) any shorter period of time that remains between the date Parent provides written notice of such breach and the Termination Date; provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(a) if Parent it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements under this Agreement hereunder that would result in a manner such that the conditions to Closing set forth in Section 6.03(a7.1 (Conditions to Each Party's Obligations to Effect the Merger) or Section 6.03(b7.3 (Conditions to Obligations of the Company) would not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the Parent Requisite Vote being obtained, (i) if the Company Board, whether or not permitted to do so by this Agreement, shall have (i) failed to include the Company Board Recommendation in the Proxy Statement or shall have effected a Change of Directors of Parent authorizes ParentRecommendation or Company Adverse Recommendation Change, or shall have resolved to take any such action; (ii) the extent permitted by and subject to complying with the terms of Section 5.03, to enter Company shall have entered into an Alternative Parent Acquisition Agreement with respect or take any other action referred to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of in Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and 6.4(c)(iii)(B)(x); or (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds or the Company Board shall have publicly announced its intention to do any fees required to be paid pursuant to Section 7.05(c)of the foregoing.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent Parent, at any time prior to the Effective Time, before or after the approval by the stockholders of the Company, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within thirty (30) days of delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) a Company Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: : (a) the Board of Directors of the Company or any committee thereof shall for any reason have withdrawn or shall have made amended or modified in a Company Change manner adverse to Parent its recommendation in Recommendationfavor of, the adoption and approval of the Agreement or the approval of the Merger; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after failed to include in the date Proxy Statement/Prospectus the recommendation of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by Company in favor of the adoption and subject to complying with approval of the terms Agreement and the approval of Section 5.03, to enter into an Alternative Parent Acquisition Agreement the Merger; (c) the Board of Directors of the Company or any committee thereof shall have approved or recommended any Superior Proposal with respect to the Company; or (d) a Parent Superior Proposal that did not result from a material breach tender or exchange offer relating to securities of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to be paid its securityholders pursuant to Section 7.05(c)Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Merger 1 Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b1) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe condition specified in Section 6.2(a) or 6.02(bSection 6.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) 30 days after written notice thereof is given by Parent to the 30th day following such notice Company, and (yii) the Termination Date; ; (2) prior to obtaining the Requisite Parent Vote, if the Parent Board makes a Parent Adverse Recommendation Change in accordance with Section 5.3(d), provided that such termination shall not be effective until Parent has paid the Parent Termination Fee due under Section 7.5; (3) if, after the date hereof and prior to obtaining the Requisite Company Vote, (i) the Company Board or any committee thereof shall have effected a Company Adverse Recommendation Change, (ii) any Person shall have first publicly announced a Company Acquisition Proposal (or made any material modification thereto) and the Company Board or any committee thereof fails to publicly reaffirm the approval, recommendation or declaration of advisability by the Company Board of this Agreement, the Mergers or any of the other transactions contemplated hereby within five business days (or if the Company Stockholder Meeting is scheduled to be held within five business days from the date of such announcement, promptly and in any event prior to the date on which the Company Stockholders Meeting is scheduled to be held) of being requested to do so by Parent (it being understood that Parent shall not have be entitled to make such request on more than one occasion per Company Acquisition Proposal or per each subsequent material modification thereof), or (iii) the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of Company Board or any committee thereof approves, adopts, publicly endorses, declares advisable or recommends, or enters into or allows the Company or any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, Subsidiaries to enter into an a Company Alternative Parent Acquisition Agreement relating to any Company Acquisition Proposal (other than a Company Acceptable Confidentiality Agreement in accordance with respect to a Parent Superior Proposal that did not result from a material breach of this AgreementSection 5.2), or (iiiv) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds shall have materially breached or violated any fees required to be paid pursuant to of its obligations under Section 7.05(c)5.2; or (4) if any Company Material Adverse Effect shall have occurred.

Termination by Parent. This Until any Shares have been purchased pursuant to the Offer, this Agreement may be terminated and the Mergers Offer and the Merger may be abandoned at any time prior to the First Effective Time Time, before or after the approval by the holders of Shares referred to in Section 8.1(a), by action of the Board of Directors of Parent if: if (a) the Board of Directors of there has been a breach by the Company shall of any representation or warranty contained in this Agreement which breach (i) is not curable, or, if curable, is not cured within 30 days after written notice of said breach is given by Parent to the Company and (ii) would have made a Company Change in Recommendation; providedMaterial Adverse Effect, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or or (b) there has been a material breach of any representationof the covenants or agreements set forth in the Agreement on the part of the Company, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such which breach or failure to be true is not curable or, if curable, is not cured following within 30 days after written notice to the Company from Parent of such breach is given by Parent to the Company, or failure by the earlier of (xc) the 30th day following such notice Company Board or the Special Committee shall have withdrawn or modified in a manner adverse to Parent or Parent Sub its authorization, approval or recommendation of the transactions contemplated by this Agreement or recommended another Acquisition Proposal for the Company or shall have resolved to do any of the foregoing or (d) if the Company or any of its Subsidiaries (or the Company Board or any committee thereof) shall have approved, recommended authorized, proposed, publicly announced its intention to enter into an Acquisition Transaction (other than the Offer and (ythe Merger) the Termination Dateor filed a Schedule 14D-9 not opposing any tender offer made by a party other than Parent or Parent Sub or any of their affiliates; provided PROVIDED, HOWEVER, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.4(a) or (b) shall not be available to Parent if Parent it, at such time, is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements under this Agreement in a manner such that the conditions agreement set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Parent shall have the right to terminate this Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent Closing if: (ai) (A) the Company Board of Directors of makes a Company Adverse Recommendation Change in accordance with Section 6.02 or (B) if the Company shall have made a Company Change be in Recommendationintentional and material breach of its obligations under Section 6.02; provided, however, provided that Parent will not have the Parent’s right to terminate this Agreement pursuant to this Section 7.04(a8.01(d)(i) if shall expire upon the Company Requisite Vote has Stockholder Approval having been obtained; or (bii) there has been a the Company materially breaches any of its respective covenants, agreements, representations or warranties in this Agreement (other than an intentional and material breach of any representationSection 6.02), warrantywhich breach (1) would reasonably be expected to prevent the satisfaction of the conditions set forth in Section 7.02, covenant or agreement made and (2) (A) is not reasonably capable of being cured by the Company in this Agreementby the End Date or (B) if reasonably capable of being cured by the Company by the End Date, or any Parent has delivered to the Company written notice of such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied breach and such breach or failure to be true is not curable or, if curable, is not cured following notice to by the Company from Parent of such breach or failure by the earlier of (x1) the 30th day following such notice End Date and (y2) the Termination Datedate that is thirty (30) days after delivery of such notice; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 7.04(b8.01(d)(ii) if Parent is then in material breach of any of its representationscovenants, warrantiesagreements, covenants representations or agreements under this Agreement warranties in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and ; or (iii) prior a CFIUS Turndown has occurred; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.01(d)(iii) if Parent’s failure to comply with Article VI has been the primary cause of, or concurrently with such terminationresulted in, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)CFIUS Turndown.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action Time, whether before or after the receipt of the Board approval of Directors of Parent ifthe Company's Stockholders required by Section 7.01(c), by written notice given to the Company by Parent: (a) if the Company or its Board of Directors of the Company shall have (i) withdrawn, modified or amended in any respect adverse to Parent the Board Recommendation or failed to reconfirm the Board Recommendation within five Business Days after a written request made in good faith by Parent to do so, (ii) approved, publicly recommended or entered into an agreement with respect to, or consummated, or adopted a resolution to approve, publicly recommend, enter into an agreement with respect to, or consummate, any Acquisition Proposal from a person other than Parent or any of its Affiliates, (iii) in response to the commencement of any tender offer or exchange offer for outstanding Company Change Common Stock by a person unaffiliated with Parent, not publicly recommended rejection of such tender offer or exchange offer within ten Business Days after the commencement thereof (as such term is defined in Recommendation; provided, however, that Parent will not have Rule 14d-2 under the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtainedExchange Act); or (b) at any time prior to the Effective Date, if there has been is a material breach by the Company of any representation, warranty, covenant or agreement made by it contained in this Agreement or if any representation or warranty made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementmaterially untrue, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner either case such that the conditions set forth in Section 6.03(a) or Section 6.03(b7.02(a) would not be satisfied (unless capable as of being cured within 30 days). (c) at any the time prior to of such breach or as of the time such representation or warranty shall have become materially untrue, provided, that if such inaccuracy in the Company's representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did may not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of terminate this Agreement and (iiiunder this Section 8.04(b) prior to or concurrently with such termination, for 30 days after delivery of written notice from Parent pays to the Company in immediately available funds any fees required of such breach, provided that the Company continues to be paid exercise commercially reasonably efforts to cure such breach (it being understood that Parent may not terminate this Agreement pursuant to Section 7.05(cthis paragraph (b) if such breach is cured during such 30-day period).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: Parent, at any time prior to the Effective Time, before or after Company Stockholder Approval, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within thirty (30) days of delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) a Company Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a "Company Triggering Event" shall be deemed to have occurred if: (a) there shall have occurred a Change in Company Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the recommendation of the Board of Directors of the Company in favor of the adoption and approval of the Agreement and the approval of the Merger; (c) the Board of Directors of the Company or any committee thereof shall have made approved or recommended any Superior Proposal with respect to the Company; or (d) a Company Change in Recommendation; provided, however, that Parent will not have the right tender or exchange offer relating to terminate this Agreement pursuant to this Section 7.04(a) if securities of the Company Requisite Vote has shall have been obtained; or (b) there has been commenced by a breach of any representation, warranty, covenant or agreement made by Person unaffiliated with Parent and the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right sent to terminate this Agreement its security holders pursuant to this Section 7.04(bRule 14e-2 promulgated under the Exchange Act, within ten (10) if Parent business days after such tender or exchange offer is then in breach of any of its representationsfirst published, warrantiessent or given, covenants or agreements under this Agreement in a manner such statement disclosing that the conditions set forth in Section 6.03(a) Company recommends rejection of such tender or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days)exchange offer. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned abandoned: (a) by written notice of Parent (on behalf of the Buyer Parties) at any time prior to the First Effective Time by action of the Board of Directors of Parent if: Stockholders Meeting if (ai) the Board of Directors of the Company fails to recommend in the Proxy Statement the approval and adoption of this Agreement or shall make a Change of Recommendation or shall approve, recommend or endorse (or in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, rejection of within ten (10) Business Days after the commencement of such tender offer or exchange offer) an Acquisition Proposal or resolves or publicly proposes to do any of the foregoing; (ii) the Board of Directors of the Company fails to publicly reaffirm the Company Recommendation upon the reasonable written request therefor by Parent by the earlier of ten (10) Business Days following a reasonable written request by Parent and two (2) Business Days prior to the Stockholder Meeting; or (iii) there shall have made been a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if willful and material breach by any of the Company Requisite Vote has been obtainedParties' directors, officers or manager of Section 6.2, Section 6.3 or Section 6.4 and, with respect to Section 6.3 or Section 6.4, such breaches cannot be or are not cured reasonably promptly after written notice thereof; or (b) by written notice of Parent (on behalf of the Buyer Parties) at any time prior to the DPA Merger Effective Time if there has been a breach of any representation, warranty, covenant or agreement made by the Company Parties in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions set forth in Section 7.2(a) or 6.02(b7.2(b) would not be satisfied and such breach cannot be or failure to be true is not curable or, if curable, is not cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the 30th day following such notice Company and (yii) the Termination Date; provided provided, however, that Parent shall the Buyer Parties are not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, whether before or after the approval of the Merger by the Company Shareholder Approval or the date of approval of the Parent Amendments by the Parent Stockholders’ Meeting, by action of the Board board of Directors directors of Parent Parent, if: (a) the Board of Directors (i) any of the Company Company’s or the APAR Holders’ representations and warranties shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach inaccurate as of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe condition set forth in Section 7.2 would not be satisfied, or (ii) if (A) any of the Company’s or 6.02(b) the APAR Holders’ representations and warranties become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.2 would not be satisfied and (B) such breach or failure to be true is inaccuracy has not curable or, if curable, is not been cured following notice to by the Company from Parent or the APAR Holders’ within ten business days after its receipt of such breach written notice thereof and remains uncured at the time notice of termination is given, or failure by (iii) any of the earlier of (x) Company’s or the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate APAR Holders covenants contained in this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representationsshall have been breached, warranties, covenants or agreements under this Agreement in a manner such that the conditions condition set forth in Section 6.03(a) or Section 6.03(b) 7.2 would not be satisfied satisfied; or (unless capable b) the board of being cured within 30 days).directors of the Company shall have withdrawn its recommendation of this Agreement or modified the recommendation in a manner adverse to Parent or shall have resolved to do the foregoing; or (c) at any time prior to if, since the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach date of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the there shall have occurred any Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Material Adverse Effect.

Termination by Parent. This Agreement may be terminated terminated, and the Mergers Merger may be abandoned abandoned, at any time prior to the First Effective Time Time, whether before or after the adoption of this Agreement by action the stockholders of the Board of Directors of Parent Company referred to in Section 5.1(a), by Parent, with written notice to the Company, if: (a) (i) the Board of Directors of the Company shall have made effected a Change of Recommendation or (ii) a tender or exchange offer for Common Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent and, within ten (10) Business Days after the public announcement of such Acquisition Proposal, the Company Change in Recommendation; provided, however, that Parent will shall not have the right to terminate this Agreement filed a Schedule 14D-9 pursuant to this Section 7.04(a) if Rule 14e-2 and Rule 14d-9 under the Company Requisite Vote has been obtainedExchange Act recommending that the holders of Common Shares reject such Acquisition Proposal and not tender any Common Shares into such tender or exchange offer; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and or warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(athe conditions set forth in Section 5.2(a) or 6.02(bSection 5.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice prior to the Company from Parent of such breach or failure by the earlier of (xi) thirty (30) days after written notice thereof is given by Parent to the Company and (ii) the 30th day following such notice and date that is three (y3) Business Days prior to the Termination Date; provided provided, however, that Parent shall and Merger Sub are not have the right to terminate then in material breach of this Agreement pursuant so as to this Section 7.04(b) if Parent is then in breach of cause any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a5.1, Section 5.3(a) or Section 6.03(b5.3(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time (notwithstanding any approval of this Agreement by action the shareholders of the Board of Directors of Parent if:Company): (a) the Board of Directors of if (i) a Company Adverse Recommendation Change shall have occurred or (ii) the Company shall have made Board or Special Committee has given Parent a Company Change in RecommendationSuperior Proposal Notice; provided, however, that Parent will not have the Parent’s right to terminate this Agreement pursuant to this Section 7.04(a7.03(a)(ii) if shall expire immediately, solely with respect to a particular Superior Proposal Notice so given, upon the Company Requisite Vote Board or the Special Committee, if such committee still exists, determining, after considering in good faith any revisions to this Agreement and the Financing proposed by Parent in writing in a form that would be a binding agreement if accepted by the Company, that the Takeover Proposal that is the subject of such Superior Proposal Notice no longer continues to constitute a Superior Proposal and has been obtainedprovided Parent with written notice of the same; or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b) ), as applicable, would not be satisfied and, in either such case, (i) if capable of being cured, the Company shall have failed to cure such breach by the earlier of (A) the End Date and (B) thirty (30) days after the Company has received written notice of such breach or failure to be true perform from Parent (such earlier date, Table of Contents the “Company Breach Termination Date”) or (ii) such breach is not curable or, if curable, is not incapable of being cured following notice to by the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Breach Termination Date; provided provided, however, that Parent shall or Merger Sub is not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in so as to cause a manner such that the conditions condition to Closing set forth in Section 6.03(a) or Section 6.03(b) would to not be satisfied (unless capable of being cured within 30 days)satisfied. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by action of the board of directors of Parent: (a) at any time prior to the First Effective Time by action of time the Board of Directors of Parent if: Requisite Company Vote is obtained, if (ai) the Company Board of Directors of the Company shall have made a Change of Recommendation, (ii) the Company Change in Recommendation; providedor any of its Subsidiaries shall have committed a Willful and Material Breach of Section 7.2 or (iii) the Company Board shall have authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; (b) at any time prior to the time the Requisite Company Vote is obtained, howeverif a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, that Parent will not have prior to the right earlier of (i) three Business Days prior to terminate this Agreement the date of the Stockholders Meeting or the date of any adjournment, recess or postponement of the Stockholders Meeting and (ii) eleven Business Days after the commencement of such tender or exchange offer pursuant to this Section 7.04(a) if Rule 14d-2 under the Exchange Act, the Company Requisite Vote has been obtainedBoard fails to recommend unequivocally against acceptance of such offer; or (bc) at any time prior to the Effective Time, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreementhereof, such that Sections 6.02(aany of the conditions set forth in Section 8.2(a) or 6.02(b8.2(b) would not be satisfied and such breach or failure to be true condition is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by within the earlier of (xi) thirty days after written notice thereof is given by Parent to the 30th day following such notice Company and (yii) one Business Day before the Termination Outside Date; provided provided, however, that Parent shall is not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then also in breach of this Agreement such that any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a8.3(a) or Section 6.03(b8.3(b) would not be satisfied (unless capable of being and such breach or condition is not curable or, if curable, is not cured within 30 days). the earlier of (cA) at any time prior thirty days after written notice thereof is given by the Company to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iiiB) prior to or concurrently with such termination, Parent pays to one Business Day before the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Outside Date.

Termination by Parent. This Agreement may be terminated by Parent and the Mergers Offer and the Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board board of Directors directors of the Company shall have made a Change of Recommendation or the Company Change shall have breached any of its obligations under Section 6.2 in Recommendation; providedany material respect; (b) at any time following receipt or public announcement of an Acquisition Proposal, howeverthe Company’s board of directors shall have failed to reaffirm the Company Recommendation within four business days after receipt of any reasonable written request to do so from Parent; (c) a tender offer or exchange offer for twenty percent or more of the outstanding Shares (other than by Parent or an Affiliate of Parent) shall have been commenced and, that Parent will not have within 10 business days after the right to terminate this Agreement commencement of such tender or exchange offer pursuant to this Section 7.04(a) if Rule 14d-2 under the Company Requisite Vote has been obtainedExchange Act, the Company’s board of directors fails to recommend against acceptance of such offer; or (bd) prior to the Acceptance Time, there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions set forth in clauses (iii) or 6.02(band (iv) of Annex B would not be satisfied and and, in either such case, such breach or failure to be true is not curable or, if curable, is not incapable of being cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date, or if capable of being cured by the Termination Date is not so cured; provided provided, that Parent shall have given the Company at least 30 days written notice prior to such termination stating the Company’s intention to terminate this Agreement pursuant to this Section 8.4(d); provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(d) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement contained in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifTime: (ai) if (A) the Board of Directors will have failed to recommend this Agreement or the Arrangement, (B) the Board or any committee thereof will have withdrawn or qualified, amended or modified in a manner adverse to Parent or Purchaser its approval or recommendation of the Company shall have made a Company Change in Recommendation; providedArrangement, however(C) Eveready or the Board or any committee thereof publicly announces its intention to do, or that Parent will not have it has done, any of the right foregoing, (D) the Board fails to terminate publicly reaffirm its recommendation of this Agreement pursuant to this Section 7.04(aand the Arrangement within five Business Days after the announcement or commencement of any Acquisition Proposal, or (E) if any Person (other than Parent, Purchaser or any of their Affiliates) will have become the Company Requisite Vote has been obtainedbeneficial owner of 33-1/3% or more of the outstanding Eveready Common Shares (either on a primary or diluted basis); or (bii) there has been a if neither Parent nor Purchaser is in material breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate its obligations under this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of and Eveready breaches any of its representations, warranties, covenants or agreements under contained in this Agreement in Agreement, which breach would give rise to the failure of a manner such that the conditions condition set forth in Section 6.03(a6.2(a) or Section 6.03(b) would 6.2(b), and which is not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, earlier of (i) if the Board of Directors of Parent authorizes ParentOutside Date, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination 15 Business Days following receipt by Eveready of this Agreementwritten notice from Parent of such breach, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did or which by its nature or timing cannot result from a material breach of this Agreement and be cured within such period; or (iii) prior if the Eveready Meeting is cancelled, adjourned or postponed except as agreed to by Parent in writing or concurrently as otherwise permitted in this Agreement; or (iv) if, notwithstanding Parent’s compliance with such terminationits covenants under this Agreement (including, without limitation, its covenant in Section 5.4(d)), Parent shall have been unable by the Outside Date to complete the Financing as described in Section 5.4(d), but only so long as Parent pays to Eveready the Company Parent Termination Fee in immediately available funds accordance with Section 7.4 simultaneously with such termination (any fees required to be paid purported termination pursuant to this Section 7.05(c8.2(c)(iv) being void and of no force or effect unless Parent will have made such payment).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifBoard: (a) prior to the time the Requisite Versum Vote is obtained, if the Versum Board of Directors of the Company shall have made a Company Change in of Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or; (b) if at any time prior to the Effective Time, there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach Versum of any of its representations, warranties, covenants or agreements under set forth in this Agreement in a manner such that the conditions set forth in Section 6.03(a8.2(a) or Section 6.03(b8.2(b) would not be satisfied (unless capable of being and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within 30 daysthe earlier of (i) thirty (30) days after the giving of notice thereof by Parent to Versum or (ii) three (3) Business Days prior to the Outside Date).; provided, that the right to terminate this Agreement pursuant to this Section 9.3(b) shall not be available if Parent has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement in any manner that shall have been the primary cause of or primarily resulted in the occurrence of the failure of a condition to the consummation of the Merger not to be satisfied; (c) if at any time prior to the Effective Time, a Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order in connection with a Requisite Regulatory Approval that has become final and non-appealable and that (A) requires Parent Requisite Vote being obtainedor any of its Subsidiaries (including Versum and its Subsidiaries) to take or commit to take any actions constituting or that would reasonably be expected to have a Burdensome Effect or (B) would otherwise constitute or reasonably be expected to have a Burdensome Effect; provided, (ithat Parent shall have used reasonable best efforts to prevent the entry of and to remove any such Governmental Order in accordance with Section 7.5; provided, further, that the right to terminate this Agreement pursuant to this Section 9.3(c) shall not be available to Parent if it has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement in any manner that shall have been the Board primary cause of Directors or primarily resulted in the occurrence of Parent authorizes Parent, the failure of the condition set forth in Section 8.2(d) [No Burdensome Effect] to the extent permitted by and subject to complying with consummation of the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required Merger to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated terminated, and the Mergers transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the First Effective Time Offer Closing Date by action of the Board of Directors of Parent ifParent: (a) if, prior to the Offer Closing, (i) the Company Board or any committee thereof shall have made a Change of Directors Recommendation, (ii) after any Takeover Proposal, the Company Board or any committee thereof shall have failed to reaffirm the Company Board Recommendation within the later to occur of (1) ten (10) Offer Business Days after the Company’s receipt of Parent’s request to do so, and (2) at least three (3) Business Days after the expiration of the last Notice Period under Section 6.02(c) with no further offer by Parent being made under Section 6.02(c), (iii) a tender offer or exchange offer relating to Company Common Stock shall have been commenced by a Person unaffiliated with Parent, and the Company shall not have sent to its shareholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Offer Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that shareholders reject such tender or exchange offer, or (iv) the Company shall have made failed to include in the Schedule 14D-9 the Company Board Recommendation; (b) if, prior to the Offer Closing, the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth on Exhibit A, and (ii) is incapable of being cured by the Outside Date or, if curable, has not been cured within twenty (20) Business Days after the Company’s receipt of written notice thereof from Parent; provided that (A) Parent shall have given the Company Change in Recommendation; provided, however, that written notice prior to such termination stating Parent will not have the right to terminate is terminating this Agreement pursuant to this Section 7.04(a8.03(b) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (yB) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.03(b) if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days).this Agreement; or (c) at if any time prior condition to Parent’s and Merger Sub’s obligation to close the Parent Requisite Vote Offer is not capable under any circumstances of being obtainedsatisfied by the Outside Date; provided, (i) if however, that the Board of Directors of Parent authorizes Parent, right to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of terminate this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to this Section 7.05(c)8.03(c) shall not be available to Parent if action or inaction by Parent or Merger Sub or their respective officers or directors has caused or resulted in such condition.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent Parent, at any time prior to the Effective Time, before or after the approval by the stockholders of the Company, if: (a) the Company shall have willfully failed to perform in all material respects its covenants or agreements contained in this Agreement which would have a Material Adverse Effect on the Company or materially adversely affect (or materially delay) the ability of Purchaser to consummate the Offer or of Parent, Purchaser or the Company to consummate the Merger, and the Company has not cured such breach within ten business days after notice by Parent or Purchaser thereof; (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the Offer condition set forth in clause (b)(i) of Annex I would not be satisfied; PROVIDED, HOWEVER, that if such breach or breaches are capable of being cured prior to the consummation of the Offer (as required to be extended pursuant to Section 1.01(a)), only if such breaches shall not have been cured within 10 days of delivery to the Company of written notice of such breach or breaches; (c) the Board of Directors of the Company (i) fails to recommend the approval of this Agreement and the Merger to the Company's stockholders, (ii) withdraws or amends or modifies in a manner adverse to Parent its recommendation or approval in respect of this Agreement or the Merger (it being understood that taking no position on a tender offer for the Company as contemplated by Rules 14d-9 and 14e-2 shall not be deemed a withdrawal, amendment or modification) or (iii) makes any recommendation with respect to an Acquisition Transaction, or the Board of Directors of the Company shall have made a Company Change resolved to take any of the foregoing actions referred to in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtainedclause and publicly discloses such resolution; or (bd) there has been due to an occurrence or circumstance which would result in a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of satisfy any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtainedAnnex I, Purchaser shall have (i) if terminated the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying Offer in accordance with the terms provisions of Section 5.03Annex I, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, or (ii) concurrently with failed to pay for Shares pursuant to the termination Offer within 120 days following the date hereof, unless such failure to pay for Shares is a result of the failure of Parent or Purchaser to perform any of its covenants and agreements contained in this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent at any time prior to the First Effective Time by action of the Board of Directors of Parent ifTime: (a) if prior to the Board of Directors receipt of the Company shall have made Requisite Parent Vote at the Parent Shareholders Meeting, the Parent Board authorizes Parent, in full compliance with the terms of this Agreement, including Section 5.05 hereof, to enter into a Company Change Parent Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in Recommendationrespect of a Superior Proposal; provided, howeverthat Parent shall have paid any amounts due pursuant to Section 7.06(a) hereof in accordance with the terms, and at the times specified therein; and provided further, that in the event of such termination, Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtainedsubstantially concurrently enters into such Parent Acquisition Agreement; or (b) if there has shall have been a breach of any representation, warranty, covenant or agreement made by on the part of the Company set forth in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(athe conditions to the Closing of the Merger set forth in Section 6.03(a) or 6.02(b) Section 6.03(b), as applicable, would not be satisfied and and, in either such case, such breach or failure to be true is not curable orincapable of being cured by the End Date; provided, if curable, is not cured following notice to that Parent shall have given the Company from Parent of at least 30 days written notice prior to such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Datetermination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(b); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days)been cured. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) at any time prior to the Board of Directors of Required Company Stockholder Vote having been obtained, (i) the Company Board shall have made a Company Change in Recommendation, (ii) the Company shall have entered into any letter of intent or similar document or any Contract relating to a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3(b)), or (iii) the Company shall have materially breached or failed to perform in any material respect its obligations set forth in Section 5.3; provided, however, that Parent will not have the Parent’s right to terminate this Agreement pursuant to this Section 7.04(a7.3(a) if shall expire upon the receipt of the Required Company Requisite Stockholder Vote; (b) at any time prior to the Required Parent Stockholder Vote has having been obtained, (i) the Parent Board authorizes Parent, to the extent permitted by and subject to compliance with Section 5.4, to enter into a definitive Parent Alternative Acquisition Agreement with respect to a Parent Superior Proposal, (ii) concurrently with the termination of this Agreement, Parent enters into such Parent Alternative Acquisition Agreement with respect to a Parent Superior Proposal, and (iii) prior to or concurrently with such termination, Parent pays to the Company, by wire transfer of immediately available funds, the Termination Fee pursuant to Section 7.6; or (bc) at any time prior to the Effective Time (whether before or after the date on which the Required Parent Stockholder Vote is obtained), if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(aany condition set forth in Section 6.2(a) or 6.02(bSection 6.2(b) would not then be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) 30 days following notice to the Company from Parent of such breach or failure by the earlier of and (xii) the 30th day following such notice and (y) date that is three Business Days prior to the Termination End Date; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b7.3(c) if Parent is then in breach of any of has breached its representations, warranties, covenants or agreements under contained in this Agreement in a manner such that the conditions any condition set forth in Section 6.03(a6.3(a) or Section 6.03(b6.3(b) would is not be satisfied (unless reasonably capable of being satisfied while such breach is continuing, and such breach has not been cured within 30 days)in all material respects. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifParent: (a) prior to the Board of Directors of time the Requisite Company Vote is obtained, if the Company Board shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) of Recommendation or if the Company Requisite Vote has been obtained; oror any of its Representatives shall have materially breached any of its obligations under Section 6.2; (b) if at any time prior to the Effective Time, there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under set forth in this Agreement in a manner such that the conditions set forth in Section 6.03(a7.2(a) or Section 6.03(b7.2(b) would not be satisfied (unless capable of being and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within 30 daysthe earlier of (i) thirty (30) days after the giving of notice thereof by Parent to the Company or (ii) three (3) Business Days prior to the Outside Date). ; provided that the right to terminate this Agreement pursuant to this Section 8.3(b) shall not be available if Parent has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement so as to result in the failure of any condition set forth in Section 7.3(a) or Section 7.3(b); or (c) if at any time prior to the Effective Time, a Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order in connection with a Requisite Regulatory Approval that has become final and non-appealable and remains in effect and that requires Parent Requisite Vote or any of its Subsidiaries (including the Company and its Subsidiaries) to take or commit to take any actions constituting a Burdensome Effect (it being obtainedunderstood and agreed by the Parties that only a Governmental Entity of competent jurisdiction in a jurisdiction listed on Section 4.5(a) of the Company Disclosure Letter shall constitute a Governmental Entity of competent jurisdiction for purposes of this Section 8.3(c)); provided, that Parent shall have used reasonable best efforts to prevent the entry of and to remove any such Governmental Order in accordance with Section 6.5; provided, further, that the right to terminate this Agreement pursuant to this Section 8.3(c) shall not be available to Parent if it has breached in any material respect any of its representations, warranties, covenants or agreements set forth in this Agreement in any manner that shall have been the primary cause of the occurrence of the failure of the condition set forth in Section 7.2(e) (iNo Burdensome Effect) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with consummation of the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required Merger to be paid pursuant to Section 7.05(c)satisfied.

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned by Parent, at any time prior to the First Effective Time by action of the Board of Directors of Parent ifOffer Closing Date: (a) if, prior to the Offer Closing: (i) the Company Board of Directors of or any committee thereof shall have effected a Company Adverse Recommendation Change, (ii) the Company Board has caused or permitted the Company to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal or the Company enters into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), or (iii) the Company shall have made failed to include the Company Board Recommendation in the Schedule 14D-9 or to permit Parent to include the Company Board Recommendation in the Offer Documents (it being agreed that the delivery of a Company Change in Recommendation; providedNotice of Superior Proposal and any amendment or update to such notice and the determination to so deliver such notice, howeverupdate or amendment and public disclosure with respect thereto shall not, that by itself, give rise to a right for Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtainedAgreement); or (b) there has been a breach of any representationif, warrantyprior to the Offer Closing, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants, or other agreements set forth in this Agreement, which breach or any such representation and warranty shall have become untrue after failure to perform would give rise to the date failure of this Agreement, such that Sections 6.02(aa condition set forth in (d) or 6.02(b(e) would not be satisfied and of Annex I; provided, that if such breach or failure to be true is not curable or, if curable, is not capable of being cured following notice prior to the earlier of (i) the Outside Date and (ii) the date that is 30 Business Days from the date the Company from is notified in writing by Parent of such breach or failure by failure, Parent may not terminate the earlier of Agreement pursuant to this Section 8.03(b) (x) prior to such earlier date if the 30th day following Company is taking reasonable efforts to cure such notice and breach or failure or (y) the Termination Datefollowing such earlier date if such breach or failure is cured at or prior to such earlier date; provided provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.03(b) if Parent or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant, or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would obligation hereunder, which breach has not be satisfied (unless capable of being cured within 30 days)been cured. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) (i) the Board of Directors representations and warranties of the Company shall not be true and correct or the Company shall have made breached or failed to perform any of its covenants or agreements contained in this Agreement (other than Section 7.2 and Section 7.4), which failure to be true and correct, breach or failure to perform (A) would give rise to the failure of a Company Change condition set forth in Recommendation; providedSection 8.1 or Section 8.2 and (B) cannot be cured by the Termination Date, howeveror if capable of being cured, that Parent will shall not have been cured by the right earlier of the Termination Date and thirty (30) days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.04(a9.4(a) if and the basis for such termination; (ii) the Company Requisite Vote has shall have breached in any material respect its obligations under Section 7.4 or (iii) the Company shall have breached in any material respect its obligations under Section 7.2, and such breach shall not have been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made cured within 30 days following receipt by the Company in this Agreementof a notice pursuant to sub-clause (i); provided, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b9.4(a)(i) if Parent it is then in material breach of any of its representations, warranties, covenants or other agreements under this Agreement hereunder that would result in a manner such that the conditions to Closing set forth in Section 6.03(a) 8.1 or Section 6.03(b) would 8.3 not be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior the Special Committee, whether or not permitted to the Parent Requisite Vote being obtaineddo so by this Agreement, shall have (i) if effected a Change of Recommendation, or resolved to take such action or (ii) authorized the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, Company to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: Parent, at any time prior to the Effective Time, before or after Company Stockholder Approval, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within thirty (30) days of delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) a Company Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (a) there shall have occurred a Change in Company Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the recommendation of the Board of Directors of the Company in favor of the adoption and approval of the Agreement and the approval of the Merger; (c) the Board of Directors of the Company or any committee thereof shall have made approved or recommended any Superior Proposal with respect to the Company; or (d) a Company Change in Recommendation; provided, however, that Parent will not have the right tender or exchange offer relating to terminate this Agreement pursuant to this Section 7.04(a) if securities of the Company Requisite Vote has shall have been obtained; or (b) there has been commenced by a breach of any representation, warranty, covenant or agreement made by Person unaffiliated with Parent and the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right sent to terminate this Agreement its security holders pursuant to this Section 7.04(bRule 14e-2 promulgated under the Exchange Act, within ten (10) if Parent business days after such tender or exchange offer is then in breach of any of its representationsfirst published, warrantiessent or given, covenants or agreements under this Agreement in a manner such statement disclosing that the conditions set forth in Section 6.03(a) Company recommends rejection of such tender or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days)exchange offer. (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent ifParent: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (xi) the 30th day following such notice and (y) the Termination Date; provided that Parent Stockholder Meeting shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by been held and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreementcompleted, (ii) concurrently with the termination of this Agreement, Parent Board authorizes Parent, subject to complying with the terms of Section 5.03this Agreement, enters to enter into an Alternative Parent Acquisition Agreement providing for a Parent binding written agreement concerning a transaction that constitutes a Superior Proposal and Parent notifies the Company in writing that did not result from a material breach it intends to enter into such an agreement, attaching the most current version of this Agreement such agreement to such notice, and (iii) prior during the three business day period after Parent's notice, (A) Parent shall have negotiated with, and shall have caused its respective financial and legal advisors to or concurrently negotiate with, the Company to attempt to make such adjustments in the terms and conditions of this Agreement as would enable Parent to proceed with the transactions contemplated hereby and (B) the Parent Board shall have concluded, after considering the results of such terminationnegotiations, that any Superior Proposal giving rise to Parent's notice continues to be a Superior Proposal. Parent may not effect such termination unless contemporaneously therewith Parent pays to the Company in immediately available funds any the fees required to be paid pursuant to Section 7.05(c8.5(b). Parent agrees (x) that it will not enter into a binding agreement referred to in clause (ii) above until at least the day following the third business day after it has provided the notice to the Company required thereby and (y) to notify the Company promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification; (b) if either (i) the Company enters into a binding agreement for a Superior Proposal, or (ii) the Company Board shall have withdrawn or adversely modified its approval or recommendation of the Merger; (c) if the Company's representations and warranties set forth in Section 3.2 are not correct in any material respect; or (d) there is a breach by the Company of any other representation, warranty, covenant or agreement contained in this Agreement that cannot be cured and would cause a condition set forth in Section 7.2(a) or 7.2(b) to be incapable of being satisfied as of the Termination Date.

Termination by Parent. This Subject to the other provisions of this Article VIII, this Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned by Parent: (a) at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; providedOffer Acceptance Time, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if any such representation and or warranty of the Company shall have become untrue after or incorrect following the date of this Agreement, such that Sections 6.02(awhich breach or failure to be true and correct would give rise to the failure of a condition set forth in clause (d) (Representations and Warranties) or 6.02(bclause (e) would not be satisfied (Performance of Obligations of the Company) of Annex I (and such breach or failure to be true and correct is not curable or, if curable, is not cured following notice prior to the Company from Parent End Date, or if curable prior to the End Date, has not been cured within the fewer of (i) 30 days after the giving of written notice of such breach or failure by Parent to the earlier of Company specifying this Section 8.04(a) and describing such breach or failure and (xii) the 30th day following such notice and (y) number of days remaining until the Termination End Date); provided that Parent shall not have the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this Section 7.04(b8.04(a) shall not be available to Parent if either Parent is then or Merger Sub has breached in breach of any of its representationsmaterial respect any representation, warrantieswarranty, covenants covenant or agreements under this Agreement in a manner such that the conditions agreement set forth in Section 6.03(a) or Section 6.03(b) this Agreement which breach would not give rise to a failure of an Offer Condition to be satisfied (unless capable of being cured within 30 days).satisfied; or (cb) at any time prior to the Parent Requisite Vote being obtainedOffer Acceptance Time, if (i) if the Company Board shall have effected a Change of Directors of Parent authorizes ParentRecommendation, to (ii) the extent permitted by and subject to complying with the terms Company shall have committed a material breach of Section 5.036.02, or (iii) the Company Board has caused or permitted the Company or any of the Company’s Subsidiaries to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with or the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, Company enters into or causes a Subsidiary thereof to enter into such an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Agreement.

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent and Merger Sub: (a) prior to the time the Written Consent is delivered, if (i) the Company Board shall have made a Change of Recommendation or (ii) the Company shall have materially breached Section 7.2; (b) if at any time prior to the First Effective Time Time, there has been a breach or failure to perform by action the Company of the Board of Directors of Parent if: (a) the Board of Directors any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of the Company shall have been inaccurate when made a or shall have become inaccurate after the date of this Agreement, in either case such that the conditions in Section 8.2(a) or Section 8.2(b) would not be satisfied (and such breach, failure or inaccuracy is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) thirty (30) days after the giving of notice thereof by Parent to the Company Change in Recommendationand (ii) the Outside Date); provided, however, provided that Parent will may not have the right to terminate this Agreement pursuant to this Section 7.04(a9.3(b) if the Company Requisite Vote has been obtained; or (b) there has been a Parent or Merger Sub is then in material breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a8.3(a) or Section 6.03(b8.3(b) would not be satisfied (unless capable of being cured within 30 days).satisfied; (c) at any time prior if Principal Stockholder has obtained the requisite votes for the Principal Stockholder Shareholder Approval pursuant to the Principal Stockholder Postal Ballot but the Written Consent has not been delivered to Parent Requisite Vote being obtainedby the Consent Delivery Deadline (provided, (ithat such termination right shall lapse automatically upon delivery to Parent of the Written Consent) if the Board of Directors of Parent authorizes or if, after delivery to Parent, such Written Consent is rescinded, withdrawn or modified in any manner adverse to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with Merger Sub or the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).Merger; or

Termination by Parent. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the First Effective Time Time, by Parent, (a) by action of the its Board of Directors of (approved by the Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; providedSpecial Committee), however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue or incorrect after the date execution of this Agreement, such that Sections 6.02(a(i) the condition set forth in either Section 8.2(a) or 6.02(b8.2(c) would not be satisfied and (ii) such breach or failure to be true is and correct cannot curable or, if curable, is not be cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided (b) at any time prior to obtaining the Parent Stockholder Approval, upon the Board of Directors of Parent (as approved by the Parent Special Committee) resolving to enter into, in accordance with the provisions of this Agreement, including Section 7.4, a definitive agreement containing a Parent Acquisition Proposal; provided, that (i) the Board of Directors of Parent shall not so resolve unless (A) Parent shall have complied with its obligations under Section 7.4, (B) the Board of Directors of Parent shall have determined in good faith (after consultation with its independent financial advisors and outside counsel) that such Parent Acquisition Proposal constitutes a Superior Proposal and the failure to take such action is inconsistent with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Law and (C) prior to terminating this Agreement to enter into an agreement with respect to such Superior Proposal, Parent shall, and shall cause its financial and legal advisors to negotiate with the Company in good faith (to the extent the Company desires to negotiate) to make such improvements in the terms and conditions of this Agreement so that such Parent Acquisition Proposal ceases to constitute a Superior Proposal, which obligation to negotiate shall expire five Business Days after the date on which Parent commences to negotiate with the Company, (ii) following the Board of Directors of Parent so resolving, Parent shall have so notified the Company and provided to the Company in writing the identity of the Person making, and the final terms and conditions of such Parent Acquisition Proposal, and (iii) Parent shall have the right to terminate enter into such a definitive agreement (a "Permitted Alternative Agreement") so long as (A) the effectiveness of such agreement is conditioned upon the termination of this Agreement pursuant to this Section 7.04(b9.4 and (B) immediately following the execution of such agreement, a copy of such agreement and all related agreements, exhibits, schedules and other documents are delivered to the Company; or (c) if Parent is then in (i) there has been a breach by the Company of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions covenant set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach 7.16 of this Agreement, Agreement or (ii) concurrently with the termination of this Agreement, Parent, subject Company Audited Financial Statements or the companying notes thereof delivered pursuant to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach 7.16 of this Agreement shall contain any change or changes, other than changes to reflect state sales tax liability or the application of push-down accounting, that, in Parent's reasonable judgment, are material and (iii) prior to or concurrently with such terminationadverse changes, Parent pays to when taken as a whole, from the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c)Financial Statements.

Termination by Parent. This Agreement may be terminated and the Mergers Offer and the Merger may be abandoned at any time prior to the First Effective Offer Acceptance Time by action of Parent, by written notice to the Board of Directors of Parent Company, if: (a) the Board board of Directors directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Recommendation (regardless of whether such Change in Recommendation was permitted under Section 7.04(a6.2(f) if the Company Requisite Vote has been obtained; oror 6.2(h)); (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) the conditions set forth in Annex I would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (i) thirty (30) days following written notice to the Company from Parent of such breach or failure by the earlier of and (xii) the 30th day following such notice and date that is three (y3) Business Days prior to the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b8.4(b) if Parent is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Company has a valid right to terminate this Agreement pursuant to Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days8.3(b).; or (c) the Offer (as extended in accordance with Section 1.1(d)(i)) expires or is terminated or withdrawn in accordance with its terms and at any such time prior to the Parent Requisite Vote being obtained, as (i) all of the Offer Conditions having been satisfied or waived (other than (x) the Minimum Condition and (y) those conditions that by their nature are to be satisfied at the Offer Acceptance Time, but each of which would be satisfied if the Board Offer Acceptance Time were to then occur), and (ii) the Minimum Condition having not been satisfied, in each case, without the acceptance for payment of Directors of any Shares thereunder; provided that Parent authorizes Parent, shall not have the right to the extent permitted by and subject terminate this Agreement pursuant to complying with the terms of this Section 5.03, to enter into an Alternative 8.4(c) if Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a is then in material breach of this Agreementany of its representations, (ii) concurrently with the termination of this Agreementwarranties, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of covenants or agreements under this Agreement and (iii) prior to or concurrently with such termination, Parent pays to that the Company in immediately available funds any fees required has a valid right to be paid terminate this Agreement pursuant to Section 7.05(c8.3(b).