Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (fiii) at any time after the end of ten (10) 10 business days following receipt of an Acquisition Proposal, the Company Company’s board of directors 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, (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) 10 business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, or (hv) the Company shall have materially breached any of its obligations under Section 6.2; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAgreement (other than Section 6.2), or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated upon --------------------- written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by holders of Parent Shares, by action of the board Board of directors Directors of Parent if Parent, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have breached or failed to take a vote perform any of shareholders on approval 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 condition set forth in Section 7.3(a) or (b), would not be satisfied as of this Agreement 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-one twenty (2120) business days following receipt by the date on which breaching party of notice of such failure to comply; or (b) (i) the Proxy Statement is mailed to shareholders Board of Directors of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company Recommendationin favor of approval to the Merger and this Agreement, (eiii) in connection with a Rule 14d-9 disclosure, the Board of Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (v) the Company or any of its Subsidiaries officers or their respective Representatives directors shall have breached entered into discussions or negotiations in any material respect any violation of their obligations under Section 6.2, (fvi) at any time after the end Board of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors Directors of the Company recommends that the shareholders or any committee thereof shall have resolved to do any 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company foregoing or (Bvii) two business days prior to the Termination Date, or (i) Parent delivers to the any Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Acquisition Proposal is consummated.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior By Parent: (i) if Company breaches or fails to the Effective Time by action of the board of directors of Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached perform in any material respect any of their obligations under its representations, warranties or covenants, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.25.02(a) or Section 5.02(b), and (fB) at any time after the end of ten cannot be cured or has not been cured within thirty (1030) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement giving of written notice to Company of such tender or exchange offerbreach, provided that Parent and Acquisition Sub shall not have the Company board of directors fails right to recommend unequivocally against acceptance of such offer, (hterminate this Agreement pursuant to this Section 6.01(c)(i) there has been a if then in material breach of any of representation, warranty, covenant or agreement made by the Company contained in this Agreement; or (ii) if the Board of Directors of Company (A) shall have failed to include the Company Board Recommendation in the Proxy Statement or shall have withdrawn, modified or changed (it being understood and agreed that any "stop-look-and-listen" communication by the Board of Directors of Company to the shareholders of Company pursuant to Rule 14d-9(f) of the Exchange Act, or any such representation and warranty similar communication to the shareholders of Company in connection with the commencement of a tender offer or exchange offer containing the substance of a "stop-look-and-listen" communication pursuant to Rule 14d-9(f), shall have become untrue after the date not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior the Company Board Recommendation in any manner adverse to the earlier of (A) 30 days after written notice thereof is given by Transactions, to Parent or to the Company Acquisition Sub, or (B) two business days prior shall have approved or recommended to the Termination Date, or (i) Parent delivers to shareholders of Company any Acquisition Proposal other than the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Transactions contemplated hereby.

Termination by Parent. This Agreement may be terminated upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time by Time, before or after any action of the board Board of directors Directors of Parent if Parent, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have breached or failed to take a vote perform any of shareholders on approval 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 this Agreement 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-one ten (2110) days following receipt by the date on which Company of notice of such failure to comply; or (b) the Proxy Statement is mailed to shareholders Board of Directors of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company Recommendationin favor of approval of the Merger and this Agreement, (eiii) in connection with a Rule 14d-9 disclosure, the Board of Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (v) the Company or any of its Subsidiaries officers or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval entered into discussions or recommendation negotiations in violation of this Agreement and Section 6.3 or (vi) the Merger as promptly as practicable (but in any event within five (5) business days) after receipt Board of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors Directors of the Company recommends that the shareholders or any committee thereof shall have resolved to do any 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company foregoing or (Bvii) two business days prior any Company Acquisition Proposal is consummated or an agreement with respect to the Termination Date, or (i) Parent delivers to the any Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Acquisition Proposal is signed.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) (i) the board of directors of the Company shall have made a Change of Recommendationwithdraws, modifies, qualifies or amends the Company Board Recommendation in any manner adverse to Parent, (bii) the board of directors of the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders approves, endorses or recommends any Takeover Proposal in respect of the Company, (ciii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company is commenced and the board of directors of the Company 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 acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing; (or any committee thereofb) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or breaches any of its Subsidiaries to enter into an Alternative Acquisition covenants in Section 5.4 hereof in any material respect; (c) a Company Material Adverse Effect occurs following the date of the Original Agreement, ; (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or breaches any of its Subsidiaries representations, warranties, covenants or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant 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 Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers would give rise to the Company failure of a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company within 20 Business Days after the seventy-two Company’s receipt of written notice of such breach from Parent; or (72e) hour period referred prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in Section 6.12(c)all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if Parent: (a) (i) the board Company Board shall have failed to recommend approval of directors the Company Voting Proposal in the Proxy Statement or shall have withheld, withdrawn, qualified or modified its recommendation of the Company Voting Proposal in a manner adverse to Parent (it being understood and agreed that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification) or the Company shall have made a Change of Recommendationbreached its obligations under Section 7.5 or, (b) the Company shall have in any event, failed to take a vote of shareholders on approval of this Agreement within twentyits stockholders with respect to the Company Voting Proposal prior to the Termination Date (it being further understood and agreed that, any “stop-one (21) days following look-and-listen” communication by the date on which Company Board to the Proxy Statement is mailed Company’s stockholders pursuant to shareholders Rule 14d-9 of the CompanyExchange Act or any similar communication to the Company stockholders in connection with the commencement of a tender offer or exchange offer containing the substance of a “stop-look-and-listen” communication pursuant to Rule 14d-9 shall not be deemed to constitute withdrawal, qualification or modification (it being further understood that any such “stop-look-and-listen” communication pursuant to Rule 14d-9 beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification)), (cii) the Company Board shall have approved, recommended or its board of directors adopted (or publicly announced its intention to take any committee thereofsuch action) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition AgreementProposal, (diii) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition ProposalProposal Assessment Period, the Company board of directors 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 daysBusiness Days) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company Board recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days Business Days after the commencement of such tender or exchange offer, the Company board of directors Board fails to recommend unequivocally against acceptance of such offer, ; or (hb) 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, Agreement such that Section 7.2(a8.2(a) or 7.2(b8.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of within twenty (A20) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 6.03, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) a tender offer or exchange offer relating to Company Stock shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its stockholders 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 8.03(a); (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a7.02(a) or 7.2(b) Section 7.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable or, if curable, is not incapable of being cured by the End Date; provided that Parent shall have given the Company at least 15 days written notice prior to the earlier of such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.03(b); (Ac) 30 days after written notice thereof is given by Parent to if the Company or (B) two business days prior fails to the Termination Date, or (i) Parent delivers to conduct the Company a notice in accordance with Section 6.12(c) advising Stockholder Meeting within the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition time period set forth in Section 7.3(c6.04(a); or (d) at any time after the Company has obtained the Required Company Vote and Parent has obtained the affirmative vote of the holders of the requisite number of the outstanding shares of Parent Common Stock at the Parent Stockholder Meeting, in each case, approving the Merger and the other transactions contemplated by this Agreement, if the Average Closing Price of the Parent Common Stock is below $2.15; provided that within five (5) Business Days of delivery of a termination notice pursuant to this Section 8.03(d) Company may provide written notice to Parent of its desire to move forward with the seventy-two (72) hour period referred Closing, in which case, the definition of “Average Closing Price” shall be $2.15 for purposes of the Closing and Parent shall not be entitled to in terminate this Agreement pursuant to this Section 6.12(c8.03(d).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of the actions specified in this Section 7.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a6.02(a) or 7.2(b) Section 6.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable or, if curable, is not incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to the earlier of (A) 30 days after written notice thereof is given by Parent such termination stating Parent’s intention to the Company or (B) two business days prior terminate this Agreement pursuant to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with this Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c7.03(b).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of Parent at any time prior to the Effective Time by action of the board of directors of Parent if (a) the board Board of directors Directors of the Company takes any action contemplated by clause (D) or (E) of Section 7.2, (b) the Board of Directors of the Company shall have made a Change of Recommendationwithdrawn or materially and adversely modified or, (b) the Company upon reasonable request from Parent or Merger Sub, shall have failed fail to take a vote of shareholders on approval reaffirm, its adoption of this Agreement within twenty-one or its recommendation that the stockholders of the Company approve this Agreement (21) days following it being understood, however, that for all purposes of this Agreement, and without limitation, the date on which fact that the Proxy Statement is mailed to shareholders Company, in compliance with this Agreement, has supplied any Person with information regarding the Company or has entered into discussions or negotiations with such Person as permitted by this Agreement, or the disclosure of such facts, shall not be deemed a withdrawal or modification of the Company’s Board of Directors’ recommendation of the Merger or this Agreement), (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for that, if successful, would result in any Person or “group” becoming a “beneficial owner” (such terms having the meaning in this Agreement as is ascribed under Regulation 13D under the Exchange Act) of thirty percent (30%) or more of the outstanding Shares shall have been publicly disclosed shares of Company Common Stock is commenced (other than by Parent or an Affiliate affiliate of Parent) and the board Board of directors Directors of the Company recommends that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, (hd) for any reason the Company fails to call or hold the Company Stockholders Meeting within six months of the date hereof (provided that if the F-4 Registration Statement shall not have become effective for purposes of the Securities Act by a date that is within four months of the date hereof, then such six month date shall be extended by such number of days equal to the date from the end of such four month period until the effective date of such F-4 Registration Statement); provided, that Parent’s right to terminate this Agreement pursuant to this clause (d) shall not be available to Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Company Stockholders Meeting to be called or held; provided further that this right to terminate shall not be available to Parent if as of the time this right to terminate would otherwise accrue, the Company’s right to terminate this Agreement has accrued and remains in force as of such time under another provision hereof or (e) there has been a material breach by the Company of any material 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 the condition in Section 7.2(a8.2(a) or 7.2(b) Section 8.2(b), as the case may be, would not be satisfied and such breach or condition that is not curable or, if curable, is not cured prior to the earlier of within twenty (A20) 30 days after written notice thereof of such breach is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if Time: (a) if, prior to the board of directors time the Requisite Company Vote is obtained, the Company Board (acting upon the recommendation of the Special Committee) fails to make, withdraws, modifies or amends in any manner adverse to Parent, the Company shall have made a Change of Board Recommendation, ; (b) if (i) the Special Committee or the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one Board (21) days following acting upon the date on which the Proxy Statement is mailed to shareholders recommendation of the CompanySpecial Committee) approves, endorses or recommends a Superior Proposal, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (gii) a tender offer or exchange offer for any outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate shares of Parent) and the board of directors capital stock of the Company recommends that is commenced and the shareholders Special Committee or the Company Board (acting upon the recommendation of the Company tender their shares in such tender or exchange offer or, within ten (10Special Committee) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such tender offer or exchange offer by its stockholders (for purposes hereof, taking of no position with respect to the acceptance of such tender offer or exchange offer by its stockholders shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) or (iii) the Company (acting upon the recommendation of the Special Committee), the Special Committee or the Company Board (hacting upon the recommendation of the Special Committee) there publicly announces its intention to do any of the foregoing; (c) if the Special Committee or the Company Board (acting upon the recommendation of the Special Committee) exempts any Person other than the Parent or any of its Affiliates from the provisions of Section 203 of the DGCL; or (d) if the Company shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company within thirty (30) Business Days after the Company’s receipt of written notice of such breach from Parent; provided, that Parent shall not have a right to terminate this Agreement pursuant to this Section 7.3(d) if Parent or Merger Sub is then in material breach of any representation, warranty, agreement or 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time by Time, before or after any action of the board Board of directors Directors of Parent if Parent, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have breached or failed to take a vote perform any of shareholders on approval 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 this Agreement 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-one twenty (2120) business days following receipt by the date on which breaching party of notice of such failure to comply; (i) the Proxy Statement is mailed to shareholders Board of Directors of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Company Recommendationin favor of approval of the Merger and this Agreement, (eiii) in connection with a Rule 14d-9 disclosure, the Board of Directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the Board of Directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (v) the Company or any of its Subsidiaries officers or their respective Representatives directors shall have breached entered into discussions or negotiations in any material respect any violation of their obligations under Section 6.2, (fvi) at any time after the end Board of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors Directors of the Company recommends that the shareholders or any committee thereof shall have resolved to do any of the foregoing or (vii) any Company tender their shares Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is signed; or (c) if Szlam has breached the Voting Agreement in such tender any material respect, or exchange offer or, within ten (10) business days after if the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there Voting Agreement 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 Section 7.2(a) or 7.2(b) would not determined to be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)unenforceable.

Termination by Parent. This Agreement Plan may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if Parent: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementPlan, or any such representation and warranty shall have become untrue after the date of this AgreementPlan, such that that, individually or together with other such breaches or failures of a representation to be true, Section 7.2(a6.2(a) or 7.2(b6.2(b) would not be satisfied and such breach or condition failure of a representation to be true is not curable by the Termination Date or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company Company; (b) if the Merger shall not have been consummated by the twelve month anniversary of the date hereof (the “Termination Date”), provided that the right to terminate this Plan shall not be available if Parent or (B) two business days prior Merger Sub has breached in any material respect its obligations under this Plan in any manner that shall have proximately and substantially contributed to the Termination Datefailure of the Merger to be consummated; (c) if (1) the board of directors of the Company submits this Plan to its stockholders 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 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 Merger, or (i2) Parent delivers to the Company a notice in accordance has failed to substantially comply with its obligations under Section 6.12(c5.2 or Section 5.6; (d) advising if the approval of the Company’s stockholders required by Section 6.1(a) shall not have been obtained at the Company that Meeting; (e) if any order permanently restraining, enjoining or otherwise prohibiting consummation of the Aggregate Closing Funded Debt will be less than $600,000,000 Merger, or the denial of any consent, registration, approvals, permits and authorizations the Company shall have failed failure of which to waive irrevocably obtain would cause the condition set forth in Section 7.3(c6.1(b) within not to be satisfied as of the seventyClosing, shall become final and non-two appealable (72) hour period referred to in Section 6.12(cwhether before or after the approval by the stockholders of the Company).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, by action of the board Board of directors Directors of Parent if if: (a) (A) at any time prior to the board adoption of directors this Agreement by the Company’s stockholders satisfying the condition set forth in Section 7.1(a), (i) the Board of Directors of the Company shall have made a Company Change of RecommendationRecommendation or (ii) the Company’s Board of Directors shall have failed to reconfirm the Company Recommendation following a 5% Holder’s public announcement of opposition to the Merger or the other transactions contemplated hereby within the period of time beginning upon the Company’s receipt of a written request by Parent to do so and ending on the date that is ten (10) business days after the Company’s receipt of such request (unless Parent has previously made at least two (2) such written requests and the Board of Directors of the Company has complied with each of such requests), (bB) either (i) the Company shall have failed to convene and hold the Company Stockholders Meeting prior to the later of the date that is forty-five (45) days after the date as of which the SEC staff has confirmed that it has no additional comments on the Proxy Statement (subject to adjournment from time to time as permitted by Section 6.4) or (ii) the minimum number of Company Shares necessary to constitute a quorum for the transaction of business shall have been represented in person or by proxy at the Company Stockholders Meeting and the Company shall have failed to take a vote of shareholders stockholders on approval of the Merger and this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companyat such meeting, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (gC) a tender offer or exchange offer for outstanding Company Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board Company’s Board of directors of the Company Directors recommends that the shareholders 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 Company’s Board of directors Directors fails to recommend unequivocally against acceptance of that the Company’s stockholders not tender any shares into such tender or exchange offer, (hD) the Company’s Board of Directors shall have recommended to the stockholders of the Company any Acquisition Proposal or (E) the Company or any of its Subsidiaries shall have entered into a letter of intent, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar Contract relating to an Acquisition Proposal; 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, in each case such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if Parent: (a) the board of directors of the Company shall have made a Change of Recommendation, (bi) the Company Board shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Voting Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement or shall have withheld, withdrawn, qualified or modified its recommendation of the Company RecommendationVoting Proposal in a manner adverse to Parent (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond the Acquisition Proposal Assessment Period shall be considered an adverse modification, and it being further understood and agreed that for purposes of this Agreement a factually accurate public statement by the Company that does no more than describe the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not, in and of itself, be deemed a withdrawal, qualification or modification, or proposal by the Company Board to withdraw, qualify or modify the Company Board’s recommendation of this Agreement or the transactions contemplated hereunder, or an approval or recommendation with respect to such Acquisition Proposal), (eii) the Company or any of its Subsidiaries or their respective Representatives Board shall have breached in approved, recommended or adopted (or publicly announced its intention to take any material respect such action) any of their obligations under Section 6.2Acquisition Proposal, (fiii) at any time after the end of ten (10) business days following receipt of an Acquisition ProposalProposal Assessment Period, the Company board of directors 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 daysBusiness Days) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company Board recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days Business Days after the commencement of such tender or exchange offer, the Company board of directors Board fails to recommend unequivocally against acceptance of such offer, ; or (hb) 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 Section 7.2(a8.2(a) or 7.2(b8.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of within twenty (A20) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if Time: (a) if the board Board of directors Directors of the Company shall have made a Change of Recommendationwithdraws, modifies or amends the Company Board Recommendation in any manner adverse to Parent; (b) if (i) the Board of Directors of the Company shall have failed to take approves, endorses or recommends a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the CompanyTakeover Proposal, (cii) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed enters into a Contract relating to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreementa Takeover Proposal, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (giii) a tender offer or exchange offer for any outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate shares of Parent) and the board of directors capital stock of the Company recommends that is commenced prior to obtaining the Requisite Company Vote and the Board of Directors of the Company fails to recommend against acceptance of such tender offer or exchange offer by its shareholders (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by its shareholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten business days after commencement, (iv) any person solicits proxies of shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after prior to obtaining the commencement Requisite Company Vote and the Board of such tender or exchange offer, Directors of the Company board of directors fails to recommend unequivocally against acceptance of such offersolicitation by its shareholders (including, for these purposes, by taking no position with respect to the acceptance of such solicitation by its shareholders, which shall constitute a failure to recommend against acceptance of such solicitation) within ten business days after commencement, or (hv) there has been a breach of any representation, warranty, covenant or agreement made by the Company or its Board of Directors publicly announces its intention to do any of the foregoing; or (c) if the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers would give rise to the Company failure of a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c9.2(a), 9.2(b) or 9.2(c) and (ii) has not been cured by the Company within ten business days after the seventy-two (72) hour period referred to in Section 6.12(c)Company's receipt of written notice of such breach from Parent.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date, whether or not the Parent Stockholder Approval has been obtained, by action of the board of directors of Parent Parent, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a material breach of any representation, warranty, covenant or agreement made by the Company of any representation or warranty contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition Agreement which is not curable or, if curable, is not cured prior to the earlier of (A) 30 within 15 calendar days after written notice thereof of such breach is given by Parent to the Company and such breach had or could reasonably be likely to have a Company Material Adverse Effect, (Bb) two business there has been a material breach of any of the covenants set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within 15 calendar days prior after written notice of such breach is given by Parent to the Termination DateCompany, (c) the Board of Directors or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and any committee thereof of the Company shall have (i) withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or failed to waive irrevocably reconfirm its approval or recommendation within five Business Days after a written request from Parent to do so, or (ii) approved or recommended, or proposed publicly to approve or recommend, a third-party Company Takeover Proposal to the condition set forth Stockholders, or (iii) authorized or caused the Company to enter into a Company Acquisition Agreement, or (iv) resolved to take any of the foregoing actions, (d) the Company or any of its officers, directors, employees, representatives or agents shall have taken any of the actions proscribed by Section 5.2 in Section 7.3(ca manner that constitutes a material breach thereof, or (e) within the seventy-two (72) hour period referred to in Section 6.12(c)Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 7.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a6.02(a) or 7.2(b) Section 6.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable or, if curable, is not incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to the earlier of (Asuch termination stating Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company and provided that the Aggregate Closing Funded Debt will Parent shall not be less than $600,000,000 entitled to terminate this Agreement pursuant to this Section 7.03(b) within the ten (10) Business Day period contemplated by Section 7.03(a) and provided that the Company Parent shall have failed not be entitled to waive irrevocably terminate this Agreement pursuant to this Section 7.03(b) if it is then in breach of any representation, warranty, covenant or agreement hereunder that would cause the condition conditions set forth in Section 7.3(c6.03(a) within the seventy-two (72or 6.03(b) hour period referred not to in Section 6.12(c)be satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of Parent, at any time prior to the Effective Time Time, before or after the approval by action the stockholders of the board of directors of Parent if Company, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take comply in any material respect with any of the covenants or agreements contained in Articles I and V 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 Effective Time, such failure shall not have been cured within 20 days of the delivery to the Company of written notice of such failure; (b) there exists a vote breach or breaches of shareholders on any representation or warranty of the Company contained in this Agreement such that the Closing condition set forth in Section 7.01 would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the Effective Time, such breaches shall not have been cured within 20 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 within twenty-one and the Merger to the Company's stockholders, (21ii) days following withdraws or amends or modifies in a manner adverse to Parent its recommendation or approval in respect of this Agreement or the date on which Merger or (iii) makes any recommendation with respect to an Acquisition Transaction (including making no recommendation or stating an inability to make a recommendation), other than a recommendation to reject such Acquisition Transaction, or the Proxy Statement is mailed to shareholders Board of Directors of the Company, Company shall have resolved to take any of the foregoing actions referred to in this clause and publicly discloses such resolution; or (cd) the Company or its board representatives shall furnish or disclose non-public information to, or negotiate, discuss, explore or otherwise communicate in any way with, a Third Party with respect to an Acquisition Transaction, or the Board of directors (or any committee thereof) Directors of the Company shall have (x) resolved to take any of the foregoing actions referred to in this clause and publicly approved or recommendeddiscloses such resolution; provided, or however, that in such event Parent shall have proposed no right to approve or recommend any Acquisition Proposal or terminate pursuant to this clause (yd) caused or permitted until the earlier of (i) June 29, 1998 and (ii) the 30th calendar day after the date on which the Company or any of its Subsidiaries representatives first takes any of the foregoing actions referred to enter into an Alternative Acquisition Agreement, in this clause (d) (the "Trigger Date") and, in each case, only if the Company shall and its representatives have failed not terminated all such activities prior to include in the Proxy Statement the Company RecommendationTrigger Date; provided, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2further, (f) that if, at any time after the end of ten (10) business days following receipt of an Acquisition ProposalTrigger Date, the Company board of directors a Ziconotide Event shall have failed to reaffirm its approval or recommendation occurred and be continuing and each of this Agreement the conditions set forth in Articles VI, VII 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, (g) a tender offer or exchange offer for outstanding Shares VIII shall have been publicly disclosed (satisfied or waived by the party or parties entitled to the benefit of such conditions, other than by any condition which shall not have been satisfied solely as a result of such Ziconotide Event (the "Satisfaction Date"), then Parent or an Affiliate of Parentshall have no right to terminate pursuant to this clause (d) during the period from the 14th calendar day following the Satisfaction Date to the 44th calendar day following the Satisfaction Date and the board of directors of only if the Company recommends that the shareholders of the Company tender their shares in and its representatives have not terminated all such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured activities prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)such 44th day.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to before the Effective Time by action of the board of directors of Parent if Acceptance Time: (a) if the board Company Board (or a committee thereof) withdraws, modifies, amends or qualifies the Company Board Recommendation in a manner adverse to Parent or Merger Sub; (b) if (i) the Company Board (or a committee thereof) approves, adopts, endorses, recommends or otherwise declares advisable the adoption of directors a Takeover Proposal, (ii) a tender offer or exchange offer (other than the Tender Offer) for all outstanding shares of capital stock of the Company shall have made a Change is commenced and the Company Board recommends in favor of Recommendationsuch tender offer or exchange offer by its stockholders, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (ciii) the Company or its board of directors the Company Board (or any committee thereof) shall have (x) publicly approved approves or recommendedrecommends, or shall have proposed to approve enters into or recommend any Acquisition Proposal or (y) caused or permitted allows the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreementinto, a letter of intent, agreement in principle or definitive agreement for a Takeover Proposal, (div) within three Business Days of a written request by Parent for the Company to reaffirm the Company Board Recommendation following the date any Takeover Proposal or any material modification thereto is first published or sent or given to the stockholders of the Company, the Company fails to issue a press release that reaffirms the Company Board Recommendation, (v) the Company shall have failed to include in the Schedule 14D-9 or the Company Proxy Statement distributed to its stockholders the Company Recommendation, Board Recommendation or (evi) the Company or the Company Board (or any committee thereof) shall authorize or publicly propose any of the foregoing; (c) if the Company breaches any of its Subsidiaries representations, warranties, covenants or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company agreements contained in this Agreement, which breaches, individually or any such representation and warranty shall have become untrue after in the date of this Agreementaggregate, such that Section 7.2(a) or 7.2(b(i) would not be satisfied and such breach or condition is not curable orgive rise to, if curableoccurring or continuing at the Expiration Date, is the failure of a Tender Offer Condition and (ii) have not been cured prior to by the Company within the earlier of ten Business Days (Aor in the case of a breach by the Company of any of its obligations contained in Section 6.14(d) 30 days or Section 6.16, twenty Business Days) after the Company’s receipt of written notice thereof is given by of such breach from Parent to the Company or (B) two business days prior to and the Termination Date, but only so long as neither Parent nor Merger Sub are then in breach of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach by Parent or Merger Sub would make it impossible for Merger Sub to consummate the Tender Offer or the Merger; or (id) if, as of any Expiration Date (A) Parent delivers has not received the Requisite Notes Consent, (B) the Forward Purchase Commitment Letter shall have been terminated or the Forward Purchasers shall have indicated to Parent in writing their intention not to consummate their obligations thereunder with respect to the Company a notice Change of Control Offer or Parent or its Affiliate shall not be able to obtain the Forward Purchase Commitment promptly following the Acceptance Time and (C) Parent has not breached any of its representations, warranties, covenants or agreements contained in accordance with Section 6.12(c) advising this Agreement, which breach would permit the Company that to terminate this Agreement pursuant to Section 8.4(b) (determined without giving effect to the Aggregate Closing Funded Debt will be less than $600,000,000 notice and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(ccure provisions contained therein).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) (i) the board of directors of the Company shall have made a Change of Recommendationwithdraws, modifies, qualifies or amends the Company Board Recommendation in any manner adverse to Parent, (bii) the board of directors of the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders approves, endorses or recommends any Takeover Proposal in respect of the Company, (ciii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company is commenced and the board of directors of the Company 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 acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing; (or any committee thereofb) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or breaches any of its Subsidiaries to enter into an Alternative Acquisition Agreement, covenants in Section 5.4 hereof in any material respect; (c) a Company Material Adverse Effect occurs following the date hereof; (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or breaches any of its Subsidiaries representations, warranties, covenants or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant 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 Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers would give rise to the Company failure of a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company within 20 Business Days after the seventy-two Company’s receipt of written notice of such breach from Parent; or (72e) hour period referred prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in Section 6.12(c)all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the consideration payable to Parent or Parent’s stockholders pursuant to such Superior Proposal consists solely of cash, and provided, further, that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time Time, notwithstanding approval thereof by action of the board of directors of Company Stockholders, by Parent if if: (a) the board results of directors Parent’s business and legal due diligence into the Company are not satisfactory to Parent, as determined in Parent’s sole discretion; (b) Parent is not in material breach of its obligations or representations and warranties under this Agreement, and if: (i) at any time any of the representations and warranties of the Company shall have made herein are or become untrue or inaccurate such that Section 7.2(a) would not be satisfied (treating such time as if it were the Effective Time for purposes of this Section 10.2(c)); or (ii) there has been a Change breach on the part of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval any of its covenants or agreements contained in this Agreement such that Section 7.2(b) will not be satisfied (treating such time as if it were the Effective Time for purposes of this Agreement Section 10.2(b)), and (iii) in both cases, such breach (if curable) has not been cured within twenty-one fifteen (2115) days following after notice thereof to the date on which Company; (c) in the Proxy Statement is mailed to shareholders event of a material breach of a Voting Agreement by a Key Stockholder; (d) in the event that the Company, the Board of Directors of the Company, (c) the Company or its board of directors (or any authorized committee thereof, shall have: (i) shall have (x) publicly approved approved, recommended or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter entered into an Alternative Acquisition Agreement, agreement for any acquisition proposal other than the Merger; (dii) the Company shall have failed to include in the Proxy Statement the Company Recommendationpresent and recommend, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2and, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposalif requested, the Company board of directors shall have failed to reaffirm its recommendation for the approval or recommendation and adoption of this Agreement and the Merger as promptly as practicable to the Company Stockholders, or withdrawn or modified its recommendation or approval of the Merger in a manner adverse to Parent; (but iii) failed to distribute the Information Statement when it is available for mailing or to include in the Information Statement the recommendation of the Merger by the Board of Directors of the Company, or any event within five authorized committee thereof; (5iv) business days) after receipt of any written request failed to do so from Parent, (g) call a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors meeting of the Company recommends that Stockholders to approve the shareholders of Merger or to present 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made Merger for approval by the Company in this Agreement, or Stockholders; (v) otherwise breached any such representation and warranty shall have become untrue after the date provision of this Agreement, such that Section 7.2(a; or (vi) or 7.2(bresolved to do any of the foregoing; or (e) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to in the earlier of (A) 30 days after written notice thereof is given by Parent to event the Company breaches the Non-Solicitation Agreement or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Confidentiality Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) the board of directors of (i) the Company shall have made Board or any committee thereof makes a Change of Recommendation, (bii) a tender offer or exchange offer for the outstanding Shares is commenced, or a proposal is made to the Company or publically announced, that would, in each case, if consummated, constitute an Acquisition Proposal and the Company Board or any committee thereof shall have failed to take a vote recommend against acceptance of shareholders on approval such tender offer, exchange offer or proposal to its stockholders (including, for these purposes, by taking any position contemplated by Rule 14e-2 of this Agreement the Exchange Act other than recommending rejection of such tender offer, exchange offer or proposal or making any “stop look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act) within twenty-one ten (2110) days Business Days after Parent’s written request to do so following the date on which commencement of such tender offer or exchange offer or making of such proposal or the Proxy Statement is mailed to shareholders Company Board or any committee thereof recommends that the stockholders of the CompanyCompany tender their Shares in such tender or exchange offer, (ciii) the Company or its board of directors (the Company Board or any committee thereof) thereof shall have (x) publicly approved or approved, adopted, recommended, or shall have proposed to approve or recommend declared advisable any Acquisition Proposal or (y) caused approved or permitted recommended, or entered into or allowed the Company or any of its Subsidiaries to enter into into, an Alternative Acquisition Agreement, Agreement or (div) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company Board or any of its Subsidiaries committee thereof formally resolves to take, or their respective Representatives shall have breached in any material respect publicly announces an intention to take, any of their obligations under Section 6.2, the foregoing actions; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hb) 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 the date of this Agreement, such that which breach or failure to be true (i) would give rise to the failure of a condition set forth in Section 7.2(a6.2(a) or 7.2(bSection 6.2(b) would and (ii) (x) cannot be satisfied and such breach cured by the Company by the Termination Date or condition is (y) if capable of being cured, shall not curable or, if curable, is not have been cured prior to within the earlier of (A) 30 thirty (30) calendar days after following receipt of written notice thereof is given by from the Parent to the Company of such breach or failure and (B) two business days one (1) Business Day prior to the earlier of the Termination Date, or (i) Parent delivers to Date and the date on which the Agreement may otherwise be terminated by the Company a notice in accordance with Article VII; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 6.12(c7.4(b) advising if it or Merger Sub is then in material breach of any of their representations, warranties, covenants or other agreements hereunder, which breach would give rise to the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the failure of a condition set forth in Section 7.3(c6.3(a) within the seventy-two (72) hour period referred to in Section 6.12(cor 6.3(b).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of Parent, at any time prior to the Effective Time Time, before or after the approval by action the stockholders of the board of directors of Parent if Company, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any respect (without regard to any materiality qualifications, exceptions or provisos therein) with any of shareholders on approval the covenants or agreements contained in Articles I and V of this Agreement within twenty-one to be complied with or performed by the Company at or prior to such date of termination except for those failures to so perform or comply that, individually or in the aggregate would not either impair the Company's ability to consummate the Merger and the other transactions contemplated hereby or have a Material Adverse Effect; (21b) days following the date on which the Proxy Statement is mailed to shareholders there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the Closing condition set forth in Section 7.01 would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the Effective Time, such breaches shall not have been cured within 30 days of delivery to the Company of written notice of such breach or breaches; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted Directors of the Company or any of its Subsidiaries (i) fails to enter into an Alternative Acquisition Agreement, (d) recommend the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable 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 or (but in iii) makes any event within five recommendation with respect to an Acquisition Transaction (5) business days) after receipt of any written request including making no recommendation or stating an inability to do so from Parentmake a recommendation), (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in a recommendation to reject such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAcquisition Transaction, or any such representation and warranty shall have become untrue after the date Board of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier Directors of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed resolved to waive irrevocably take any of the condition set forth foregoing actions referred to in Section 7.3(cthis clause and publicly discloses such resolution; (d) within the seventyCompany or its representatives shall furnish or disclose non-two public information or negotiate, discuss, explore or otherwise communicate in any way with a third party with respect to an Acquisition Transaction, or the Board of Directors of the Company shall have resolved to take any of the foregoing actions referred to in this clause and publicly discloses such resolution; or (72e) hour period the number of Dissenting Shares exceeds the lesser of (p) 10% of the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (q) such number of Dissenting Shares as Parent shall be advised by its independent certified public accountants will render them unable to deliver the letter referred to in Section 6.12(c)6.06 given the totality of other circumstances in existence at the Effective Time.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendednot be true and correct in all material respects, or the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include not be true and correct in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends all respects; PROVIDED 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant representation 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ai) 30 10 calendar days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior the Expiration Date; or (b) there has been a material breach or failure to perform of any of the Termination Datecovenants set forth in this Agreement on the part of the Company, or which breach is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent delivers to the Company a notice in accordance with Section 6.12(cand (ii) advising the Company that Expiration Date; or (c) (i) the Aggregate Closing Funded Debt will be less than $600,000,000 and Board of Directors or any committee thereof of the Company shall have (A) failed to waive irrevocably recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the condition set forth Offer or the Merger or (B) approved or recommended, or proposed publicly to approve or recommend, a Company Takeover Proposal to the Stockholders or shall have resolved to do any of the foregoing, or (ii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any person, entity or group (as defined in Section 7.3(c13(d)(3) within of the seventy-two Exchange Act) shall have acquired beneficial ownership of more than 20% of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (72) hour period referred to in Section 6.12(cother than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the 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 action of the board of directors of Parent if Parent, if: (a) the Company shall have breached or failed to perform any of the 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 Company of notice of such breach or failure to be true; or (b) (i) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders in favor 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 adoption of this Agreement, such that Section 7.2(a(iii) or 7.2(b) would not be satisfied and such breach or condition is not curable orin connection with a Rule 14d-9 disclosure concerning an unsolicited Company Acquisition Proposal, if curable, is not cured prior to the earlier board of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and directors of the Company shall have failed taken any action other than a rejection of such proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended to waive irrevocably the condition set forth in Section 7.3(cCompany's shareholders any Company Acquisition Proposal, (v) within the seventy-two board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing, or (72vi) hour period referred any Company Acquisition Proposal is consummated or an agreement with respect to in Section 6.12(c)any Company Acquisition Proposal is validly signed on behalf of the Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board Board of directors Directors of Parent if (a) the board of directors of there has been a material breach by the Company shall have made a Change of Recommendationany material covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by Parent to the party committing such breach; (b) the Board of Directors of the Company shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which Merger in the Proxy Statement is mailed to shareholders or shall have withdrawn or modified its recommendation of the Company, Merger; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any Directors of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have approved or recommended to the stockholders of the Company an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have been announced or otherwise publicly known and the Board of Directors of the Company shall have (A) failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any recommend against acceptance of such Alternative Transaction by its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of shareholders within ten (10) business days following receipt of an Acquisition Proposal, delivery of a written request from the Company board of directors shall have Parent for such action or (B) failed to reaffirm reconfirm its approval or and recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby within ten (but in any event within five (510) business days) after receipt days of any delivery of a written request to do so from Parent, the Parent for such action or (ge) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed is commenced (other than by the Parent or an Affiliate of the Parent) and the board Board of directors Directors of the Company 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant offer 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior takes no position with respect to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)acceptance thereof.

Termination by Parent. This Agreement may be terminated by Parent --------------------- upon written notice to the Company and the Merger may be abandoned at any time prior to the 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 action of the board of directors of Parent if Parent, if: (a) the Company shall have breached or failed to perform any of the 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 Company of notice of such breach or failure to be true; or (b) (i) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders in favor 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 adoption of this Agreement, such that Section 7.2(a(iii) or 7.2(b) would not be satisfied and such breach or condition is not curable orin connection with a Rule 14d-9 disclosure concerning an unsolicited Company Acquisition Proposal, if curable, is not cured prior to the earlier board of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and directors of the Company shall have failed taken any action other than a rejection of such proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended to waive irrevocably the condition set forth in Section 7.3(cCompany's shareholders any Company Acquisition Proposal, (v) within the seventy-two board of directors of the Company or any committee thereof shall have resolved to do any of the foregoing, or (72vi) hour period referred any Company Acquisition Proposal is consummated or an agreement with respect to in Section 6.12(c)any Company Acquisition Proposal is validly signed on behalf of the Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 7.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a6.02(a) or 7.2(b) Section 6.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable or, if curable, is not incapable of being cured by the End Date; provided that Parent shall have given the Company at least 30 days written notice prior to the earlier of (A) 30 days after written notice thereof is given by Parent such termination stating Parent's intention to the Company or (B) two business days prior terminate this Agreement pursuant to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with this Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c7.03(b).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (aa)(i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (ciii) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted of the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable within 48 hours after the later of (but in any event within five (5A) the fifteenth business days) after day following the receipt of any written an Acquisition Proposal, if the Company has received Parent's request therefor on or prior to do so from such fifteenth business day, or (B) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and (A) the Company board of directors of the Company recommends that the shareholders 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, or (B) the Company board of directors fails to recommend unequivocally against acceptance of such offertender offer or exchange offer within 48 hours after the later of (x) the fifteenth business day following such public disclosure, if the Company has received Parent's request therefor on or prior to such fifteenth business day, or (hy) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day; 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Offer and Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) there has occurred a breach of or failure to perform any representation, warranty, covenant or agreement on the board of directors part of the Company set forth in this Agreement, which breach or failure to perform (y) if the Offer Termination shall not have occurred, would cause any of the conditions set forth in Annex A to not be satisfied, or, if the Offer Termination shall have made occurred, would cause any of the conditions set forth in Section 8.2 to not be satisfied, and (z) if such breach or failure to perform cannot be cured by the Company, at least twenty (20) Business Days shall have elapsed since the date of delivery of a Change written notice of Recommendationsuch breach or failure to perform to the Company from Parent and such breach or failure to perform shall not have been cured in a manner such that such breach or failure to perform no longer results in the applicable condition set forth in Annex A or Section 8.2 not being satisfied or if such breach or failure to perform is capable of being cured by the Company, the Company does not cure such breach or failure to perform within ten (10) Business Days after the date of delivery of a written notice of such breach or failure to perform to the Company, provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.3(a) if the Company’s breach or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement was primarily due to the failure of Parent or Merger Sub to perform any of their obligations under this Agreement; (b) the Company shall have failed to take Board makes a vote of shareholders on approval Board Recommendation Change (whether or not in compliance with the terms of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, Agreement); (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or breached any of its Subsidiaries to enter into obligations under Section 7.2 which resulted in an Alternative Acquisition AgreementProposal being announced, submitted or made; (d) after a tender offer or exchange offer is commenced that, if successful, would result in any Person or “group” (as defined under Section 13(d) of the Exchange Act) becoming a beneficial owner of 20% or more of the outstanding shares of Common Stock (other than by Parent or Merger Sub), the Company Board shall have failed to include recommend that the Company’s stockholders not tender their Shares in the Proxy Statement the Company Recommendation, such tender or exchange offer within ten (10) Business Days after commencement of such tender offer or exchange offer; or (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors Board shall have failed to reaffirm its approval or recommendation of this Agreement reconfirm the Company Board Recommendation promptly, and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written Business Days, following Parent’s reasonable request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)so.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if Parent: (a) if, prior to the board of directors of time the Requisite Company Vote is obtained, (A) the Company Board shall have made a Change of Recommendation, Recommendation or shall have approved or recommended to the stockholders of the Company an Acquisition Proposal; (bB) the Company Board shall have failed to take include the Company Recommendation in the Proxy Statement or shall have effected a vote of shareholders on approval of this Agreement Company Adverse Recommendation Change; (C) the Company Board shall have failed to recommend against any publicly announced Acquisition Proposal and reaffirm the Company Recommendation, in each case, within twenty-one (21) ten business days following the date on which public announcement of such Acquisition Proposal and in any event at least two business days prior to the Proxy Statement is mailed to shareholders of the Company, Stockholders Meeting; (cD) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter enters into an Alternative Acquisition Agreement, ; or (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (eE) the Company or the Company Board shall have publicly announced its intention to do any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, the foregoing; (fb) at any time prior to the Effective Time, whether such date is before or after the end of ten (10) business days following receipt of an Acquisition Proposaltime the Requisite Company Vote is obtained, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 which breach (i) would give rise to the date failure of this Agreement, such that a condition set forth in Section 7.2(a) or 7.2(b) would and (ii) (x) cannot be satisfied and such breach cured by the Company by the Termination Date or condition is (y) if capable of being cured, shall not curable or, if curable, is not have been cured prior to the earlier of (A) within 30 calendar days after following receipt of written notice thereof is given by from the Parent to the Company of such breach or (B) two business days any shorter period of time that remains between the date the 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 8.4(b) if it is then in breach of any representation, warranties, covenants or other agreements hereunder that would result in the closing conditions set forth in Sections 7.3(a) or 7.3(b) not being satisfied; or (c) at any time prior to the Termination Datetime the Requisite Company Vote is obtained, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and if the Company shall have breached or failed to waive irrevocably the condition perform in any material respect its obligations set forth in Section 7.3(c6.2, which breach or failure to perform cannot be cured by the Company by the Termination Date or if capable of being cured, shall not have been cured (A) within two business days following receipt of written notice from the seventy-two Parent of such breach or (72B) hour any shorter period referred of time that remains between the date the 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 8.4(c) if it is then in Section 6.12(c)breach of any of its representations, warranties, covenants or other agreements hereunder that would result in the closing conditions set forth in Sections 7.3(a) or 7.3(b) not being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendation, occurred; (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.06; (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement 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 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 mailed to shareholders of first published, sent or given, a statement reaffirming the Company, Company Board Recommendation and recommending that stockholders reject such tender or exchange offer; or (cvi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 7.03(a); (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a6.02(a) or 7.2(b) Section 6.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable or, if curable, is not incapable of being cured by the End Date; provided that Parent shall have given the Company at least ten days’ written notice prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or such termination stating (i) Parent delivers Parent’s intention to terminate this Agreement pursuant to this Section 7.03(b), and (ii) that the Company a notice may cure any such breach before the End Date in accordance with Section 6.12(c) advising the event the Company reasonably deems such breach as capable of being so cured; (c) if there shall have been any acceleration of any obligation or demand of immediate payment of any obligation of the Company under any Company Loan identified as a “Primary Loan” on Section 8.01(a) of the Company Disclosure Letter, in each case other than by reason of an AME Default; provided, however, that the Aggregate Closing Funded Debt will Company may not enter into any forbearance agreement or similar agreement or any amendment to any existing forbearance agreement or similar agreement with any lender without the prior written consent of Parent (which consent shall not be less than $600,000,000 and the Company unreasonably withheld, conditioned or delayed); or (d) there shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)been a Company Material Adverse Effect.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior before the Offer Acceptance Time by written notice to the Effective Time by action of the board of directors of Parent if Company: (a) the board of directors of if, whether or not permitted to do so, (i) the Company Board shall have made a an Adverse Change of RecommendationRecommendation (provided that, (b) the Company shall have failed any written notice, including pursuant to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders Section 1.2, of the Company’s intention to make an Adverse Change Recommendation in advance of making an Adverse Change Recommendation shall not result in Parent having any termination rights pursuant to this Section 8.3(a) unless such written notice constitutes an Adverse Change Recommendation), (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (dii) the Company shall have failed to include the Company Board Recommendation in the Proxy Statement the Company RecommendationSchedule 14D-9, or (eiii) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after Board fails to publicly reaffirm the end of Company Board Recommendation within ten (10) business calendar days following receipt of an Acquisition a publicly made Takeover Proposal or otherwise fails to actively oppose such Takeover Proposal; (b) if (i) the Company Board approves, endorses or recommends a Superior Proposal, the Company board of directors 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, (gii) a tender offer or exchange offer by another Person for all outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate shares of Parent) and the board of directors capital stock of the Company recommends that the shareholders of is commenced and the Company tender their shares Board recommends in favor of such tender offer or exchange offer orby its shareholders or does not send to its security holders, within ten (10) business calendar days after of such commencement, a statement disclosing that the commencement Company Board recommends the rejection of such tender offer or exchange offer, ; or (c) if the Company board breaches any of directors fails to recommend unequivocally against acceptance of such offerits representations, (h) there has been a breach of any representationwarranties, warranty, 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 Section 7.2(a) or 7.2(bwhich breach (i) would give rise to, if occurring or continuing at the Expiration Time, the failure of the conditions in Annex I and (ii) has not be satisfied and been cured by the Company (provided such breach or condition is not curable or, if curable, is not cured prior to by the Company) within the earlier of the Termination Date and within twenty (A20) 30 days Business Days after the Company’s receipt of written notice thereof is given by of such breach from Parent, but only so long as neither Parent to the Company nor Merger Sub are then in material breach of their respective representations, warranties, covenants or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice agreements contained in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)this Agreement.

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the 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 Board of directors Directors of Parent if Parent, if: (a) the Company shall have breached or failed to perform any of the 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 Company of notice of such failure to comply; or (b) (i) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company Recommendationin favor of adoption of this Agreement, (eiii) in connection with a Rule 14d-9 disclosure, the board of directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (v) the Company or any of its Subsidiaries officers or their respective Representatives directors shall have breached entered into discussions or negotiations in any material respect any violation of their obligations under Section SECTION 6.2, (fvi) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders or any committee thereof shall have resolved to do any 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company foregoing or (Bvii) two business days prior any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent, at any time prior to the Effective Time by action of the board of directors of Parent if Acceptance Time: (a) the board of directors of if (i) a Company Adverse Recommendation Change shall have occurred, or the Company shall have made publicly proposed to make a Change of RecommendationCompany Adverse Recommendation Change, (bii) the Company shall have failed entered into, or publicly announced its intention to take enter into, a vote of shareholders on approval of this Company Acquisition Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companyother than an Acceptable Confidentiality Agreement), (ciii) the Company or its board of directors Board fails to reaffirm (or any committee thereof) shall have (x) publicly approved or recommendedpublicly, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (dif so requested by Parent) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event Board Recommendation within five (5) business daysBusiness Days after the date any Takeover Proposal (or material modification thereto) after receipt of any written request to do so from Parentis first publicly disclosed by the Company or the Person making such Takeover Proposal, (giv) there shall have been a material breach of the Company's obligations under Section 6.04 or (v) a tender offer or exchange offer for outstanding Shares relating to Company Common Stock shall have been publicly disclosed (other than commenced by a Person unaffiliated with Parent or an Affiliate of Parent) and the board of directors of Company shall not have sent to its shareholders pursuant to Rule 14e-2 under the Company recommends that the shareholders of the Company tender their shares in Securities Act, within five (5) Business Days after such tender offer or exchange offer oris first published, within ten (10) business days after sent or given, a statement reaffirming the commencement of Company Board Recommendation and recommending that shareholders reject such tender or exchange offer; or (b) if prior to the Acceptance Time, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Agreement that (i) would give rise to the failure of any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(aOffer Condition set forth in clause (vii) or 7.2(b(viii) would of Annex III and (ii) such breach cannot be satisfied and such breach or condition is not curable or, if curable, is not cured prior to by the earlier of (Ax) 30 thirty (30) days after following receipt by the Company of written notice thereof of such breach and (y) the End Date; provided, that Parent is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; and provided, further that Parent shall have given by Parent to the Company or at least thirty (B30) two business days written notice prior to the Termination Date, or (i) Parent delivers such termination stating Parent's intention to the Company a notice in accordance with terminate this Agreement pursuant to this Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c8.03(b).

Termination by Parent. This Agreement may be terminated terminated, and the Merger transactions contemplated by this Agreement may be abandoned abandoned, at any time prior to the Effective Time by action of the board of directors of Parent if Offer Closing (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on notwithstanding any approval of this Agreement within twenty-one by the Target’s stockholders) by Parent: (21a) days following if, prior to the date on which the Proxy Statement is mailed to shareholders of the CompanyOffer Closing (i) a Target Adverse Recommendation Change has occurred (other than in accordance with Section 7.04(e)), (cii) the Company or its board of directors Target has entered into a Target Acquisition Agreement (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into other than an Alternative Acquisition Acceptable Confidentiality Agreement), (diii) the Company shall have failed Target Board fails to include in the Proxy Statement the Company Recommendationreaffirm (publicly, (eif so requested by Parent) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of Target Board Recommendation within ten (10) business days following receipt of an Acquisition Proposal, after the Company board of directors shall have failed date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Target or the Person making such Takeover Proposal or fails 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 Parenttake a neutral position with respect thereto, (giv) a tender offer or exchange offer for outstanding Shares relating to Target Common Stock shall have been publicly disclosed (other than commenced by a Person unaffiliated with Parent or an Affiliate of Parent) and the board of directors of Target shall not have sent to its stockholders pursuant to Rule 14e-2 under the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orSecurities Act, within ten (10) business days Business Days after such tender offer or exchange offer is first published, a statement (A) reaffirming the commencement of Target Board Recommendation and recommending that the Target’s stockholders reject such tender or exchange offer or (B) taking a neutral position with respect to such tender offer or exchange offer, or (v) the Company board Target or the Target Board (or any committee thereof) publicly announces its intentions to do any of directors actions specified in Section 9.03(a)(i) or Section 9.03(a)(ii); or (b) if, prior to the Offer Closing, the Target materially breaches or fails to recommend unequivocally against acceptance perform in any material respect any of such offerits representations, (h) there has been a breach of any representationwarranties, warranty, covenant covenants or agreement made by the Company 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 Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior failure to perform would give rise to the earlier failure of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c8.01 (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 fifteen (15) within Business Days after its receipt of written notice thereof from Parent); provided that Parent will have given the seventy-two Target at least three (723) hour period referred Business Days’ written notice prior to in such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 6.12(c9.03(b).

Termination by Parent. This Agreement may be terminated upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by holders of Parent Shares, by action of the board Board of directors Directors of Parent if Parent, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached comply in any material respect with any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, covenants or agreements contained in this Agreement to be complied with or performed by the Company board at or prior to such date of directors shall have failed termination, which failure to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event comply has not been cured within five (5) business daysdays following receipt by the breaching party of notice of such failure to comply; (b) after any representation or warranty of the Company contained in this Agreement shall not be true in all material respects when made or, if a representation or warranty relates to a particular date, shall not be true in all material respects as of such date (provided such breach is capable of being cured and has not been cured within five (5) business days following receipt by the breaching party of notice of the breach) or on and as of the Effective Time as if made on and as of the Effective Time; or (c) (i) the Board of Directors of the Company amends, withholds or withdraws its recommendation of the Merger in a manner adverse to Parent or Merger Sub or shall have resolved or publicly announced or disclosed to any written request third party its intention to do so from Parentrecommend or enter into an agreement or any agreement in principal with respect to an Acquisition Proposal (or a proposal or offer therefor), or (gii) the Merger is not submitted to the Company's stockholders as contemplated by this Agreement (provided that Parent is not in material breach of the terms of this Agreement and this Agreement has not otherwise been terminated pursuant to this Article VIII), or (iii) a tender offer or exchange offer for twenty percent (20%) or more of the outstanding the Company Shares shall have been publicly disclosed commenced or a registration statement with respect thereto shall have been filed (other than by Parent or of an Affiliate of Parentaffiliate thereof) and the board Board of directors Directors of the Company recommends shall have (A) recommended that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior publicly announced its intention to the Termination Date, or (i) Parent delivers take no position with respect to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)such tender offer.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have Made a Change of Recommendation, (ii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (fiii) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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 daysBusiness Days) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors of the Company recommends that the shareholders 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 of directors fails to recommend unequivocally against acceptance of such offer, ; (hb) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company; or (c) if the Company or any of the other Persons described in Section 6.2 as a Representative of the Company shall take any of the actions that would be proscribed by Section 6.2 but for the proviso therein allowing certain actions to be taken pursuant to clause (A), (B) two business days prior to the Termination Date, or (iC) Parent delivers to of the Company a notice in accordance with Section 6.12(c) advising proviso under the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition conditions set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)therein.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendednot be true and correct in all material respects, or the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include not be true and correct in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends all respects; provided 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant representation 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ai) 30 10 calendar days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior the Expiration Date; or (b) there has been a material breach or failure to perform of any of the Termination Datecovenants set forth in this Agreement on the part of the Company, or which breach is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent delivers to the Company a notice in accordance with Section 6.12(cand (ii) advising the Company that Expiration Date; or (c) (i) the Aggregate Closing Funded Debt will be less than $600,000,000 and Board of Directors or any committee thereof of the Company shall have (A) failed to waive irrevocably recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the condition set forth Offer or the Merger or (B) approved or recommended, or proposed publicly to approve or recommend, a Company Takeover Proposal to the Stockholders or shall have resolved to do any of the foregoing, or (ii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any person, entity or group (as defined in Section 7.3(c13(d)(3) within of the seventy-two Exchange Act) shall have acquired beneficial ownership of more than 20% of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (72) hour period referred to in Section 6.12(cother than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. This Agreement may also be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if Time: (a) the board of directors of the Company shall have made a Change of Recommendation, if (bi) the Company Board shall have failed withdrawn, modified or amended in any manner adverse to take a vote Parent or Merger Sub any of shareholders on approval of this Agreement within twenty-one (21its recommendations described in Section 4.1(a) days following the date on which the Proxy Statement is mailed to shareholders of the Companyhereof, (cii) the Company or its board of directors (or any committee thereof) the Company Board shall have (x) publicly approved approved, recommended or recommendedentered into an agreement, arrangement or understanding with respect to, or shall have proposed to approve or recommend consummated, any Acquisition Proposal or (y) caused or permitted the Company from a Person other than Parent or any of its Subsidiaries to enter into an Alternative Acquisition Agreementaffiliates, (diii) the Company shall have failed Board in response to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an such Acquisition Proposal, shall not have recommended rejection of such Acquisition Proposal within ten Business Days of commencement of such Acquisition Proposal or of any request by the Company board Parent to do so, or (iv) resolved to do any of directors shall have failed to reaffirm its approval the actions described in (i), (ii) or recommendation (iii) of this Agreement and the Merger as promptly as practicable Section 6.2(a) or publicly announced its intention to do any of such actions; or (but in any event within five (5b) business days) after receipt upon a material breach of any written request to do so from Parent, (g) a tender offer covenant or exchange offer for outstanding Shares shall have been publicly disclosed agreement (other than by Parent or an Affiliate of ParentSection 4.4) and on the board of directors part of the Company 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company set forth in this Agreement, or if (i) any such representation and or warranty of the Company set forth herein that is qualified as to materiality or Material Adverse Effect shall have become untrue after or (ii) any such representation or warranty of the date of this AgreementCompany that is not so qualified shall have become untrue in any material respect, if such that Section 7.2(a) false representation or 7.2(bwarranty (together with any other false representations or warranties) would not be satisfied and such breach or condition is not curable orreasonably be expected to have a Material Adverse Effect on the Company (each, a "Terminating Company Breach"); provided, however, that, if curablesuch Terminating Company Breach is reasonably capable of being cured by the Company no later than ten calendar days after Parent has furnished the Company with written notice of such Terminating Company Breach through the exercise of reasonable best efforts, is so long as the Company continues to exercise such reasonable best efforts, Parent may not cured terminate this Agreement under this Section 6.2(b) prior to the earlier expiration of such ten-day period; or (Ac) 30 days after written notice thereof is given upon a breach of any provision of Section 4.4 by Parent to the Company or (B) two business days prior to any Representative of the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior (i) By Parent, if Company breaches or fails to the Effective Time by action of the board of directors of Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached perform in any material respect any of their obligations under its representations, warranties or covenants, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.25.02(a) or 5.02(b), and (fB) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval cannot be cured or recommendation of this Agreement and the Merger as promptly as practicable (but in any event has not been cured within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business 15 days after the commencement giving of written notice to Company of such tender or exchange offerbreach, provided that Parent and Acquisition Sub shall not have the Company board of directors fails right to recommend unequivocally against acceptance of such offer, (hterminate this Agreement pursuant to this Section 6.01(c)(i) there has been a if then in material breach of any of representation, warranty, covenant or agreement made by the Company contained in this Agreement; or (ii) By Parent, if the Board of Directors of Company (A) shall have failed to include the Company Board Recommendation in the Proxy Statement or shall have withdrawn, modified or changed (it being understood and agreed that any “stop-look-and-listen” communication by the Board of Directors of Company to the shareholders of Company pursuant to Rule 14d-9(f) of the Exchange Act, or any such representation and warranty similar communication to the shareholders of Company in connection with the commencement of a tender offer or exchange offer containing the substance of a “stop-look-and-listen” communication pursuant to Rule 14d-9(f), shall not be deemed to constitute a withdrawal, modification or change of its recommendation of this Agreement) the Company Board Recommendation in any manner adverse to the Transactions, to Parent or to Acquisition Sub, or shall have become untrue after resolved to effect any of the foregoing, or (B) shall have approved or recommended to the shareholders of Company any Acquisition Proposal other than the Transactions contemplated hereby, or shall have resolved to effect any of the foregoing; or (C) shall have failed to call, convene and hold the Shareholders Meeting or a failed to prepare and mail to its shareholders the Proxy Statement in accordance with this Agreement; or (D) Company Board of Directors shall have approved any transaction (other than the Transactions) to render inapplicable to such transaction the provisions of the Rights Agreement or any restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including, without limitation, Sections 180.1130 through 180.1150, inclusive, of the WBCL) or any restrictive provision of any applicable anti-takeover provision in Company’s Articles of Incorporation or By-Laws; or (iii) By Parent, if since the date of this Agreement, there shall have been any event, condition, change or development, or worsening of any existing event, condition, change or development, that, individually or in combination with any other event, condition, change, development or worsening thereof, has had or could reasonably be expected to have a Material Adverse Effect; provided, however, that Parent shall not have the right to take any such that action or to terminate this Agreement pursuant to this Section 7.2(a6.01(c)(iii), and any purported termination pursuant to this Section 6.01(c)(iii) shall be void and of no force or 7.2(b) would not be satisfied and such breach or condition is not curable oreffect, if curable, is not cured unless prior to the earlier of any such termination (A1) 30 days after Parent has provided Company with written notice thereof is given by Parent to the Company or (B) two business not later than 15 days prior to such termination stating that it intends to terminate this Agreement pursuant to this Section 6.01(c)(iii) and specifying in reasonable detail the Termination Datebasis for its intention to do so, or and (i2) Parent delivers to during the Company a five Business Day period following the delivery of the notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(cclause (1), Company is unable to cure such Material Adverse Effect.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at At any time prior to the Effective Time Time, this Agreement may be terminated by Parent, by action of the board its Board of directors of Parent if Directors, if: (a) (i) there has been a material 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 Change become untrue, in either 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 Recommendationsuch breach is given by Parent to the Company; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if it, at such time, is in material breach of any representation, warranty, covenant or agreement 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, (i) the Company’s Board of Directors shall have failed to take a vote of shareholders on unanimously recommend approval of this Agreement the Company Voting Proposal within twenty-one (21) days following business day after receipt of a Fairness Opinion to the date on which effect that the Proxy Statement Merger Consideration is mailed fair, from a financial point of view, to shareholders the holders of the Company, Company Common Shares (cother than Parent and its Subsidiaries); (ii) the Company’s Board of Directors shall have withdrawn or modified its recommendation of the Company or Voting Proposal (iii) the Company’s Board of Directors shall have failed to reconfirm its board recommendation of directors the Company Voting Proposal within five days after Parent requests in writing that the Company’s Board of Directors do so; (iv) the Company’s Board of Directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed recommended to approve or recommend any the Company’s stockholders a Company Acquisition Proposal or (y) caused or permitted other than the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, Merger); (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (gv) a tender offer or exchange offer for outstanding Company Common Shares shall have been publicly disclosed commenced (other than by Parent or an Affiliate of Parent) and the board Company’s Board of directors of the Company Directors (or any committee thereof) recommends that the shareholders of the Company Company’s stockholders tender their shares in such tender or exchange offer or, within ten (10) 10 business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, ; (hvi) 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 materially breached its obligations under Section 7.2(a) 5.4 or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company 5.5; or (Bvii) two business days prior to for any reason (other than as a result of the Termination Date, action or (iinaction of Parent) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably hold the condition set forth in Section 7.3(cCompany Stockholders Meeting and submit the Company Voting Proposal to the Company’s stockholders by the date which is one business day prior to the Outside Date; or (c) within the seventy-two Company’s Financial Advisor shall have withdrawn, modified, withheld or changed the Fairness Opinion to the effect that the Merger Consideration is no longer fair, from a financial point of view, to the holders of Company Common Shares (72) hour period referred to in Section 6.12(cother than Parent and its Subsidiaries).

Termination by Parent. This Agreement may be terminated and the Merger may be Transactions abandoned at any time prior to the Effective Time Time, by action written notice of the board of directors of Parent if Parent, if (a) (i) the board Board of directors of the Company Directors shall have (A) made a Change of Recommendation, (bB) approved or recommended to the stockholders of the Company an Acquisition Proposal or (C) failed to reaffirm the Company Board Recommendation within ten (10) Business Days after both (x) an Acquisition Proposal or any material modification thereto shall first have been made public or sent or given to the stockholders of the Company (or any Person shall have publicly announced a an intention, whether or not conditional, to make an Acquisition Proposal) and (y) the Company shall have failed receipt of a written request to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companydo so from Parent, (cii) the Company or its board the Board of directors (or any committee thereof) Directors shall have (x) publicly approved or recommended, or shall have proposed entered into or authorized the Company to approve enter into, a letter of intent, agreement in principle or recommend any definitive agreement with respect to an Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into other than an Alternative Acquisition Acceptable Confidentiality Agreement), (diii) the Company shall have failed to include in the Proxy Statement the Company Recommendation, Board Recommendation or (eiv) the Company or its Board of Directors (or any committee thereof) shall have authorized or publicly proposed any of the foregoing; (b) the Company shall have breached its obligations under Section 5.2 or Section 5.3(b) in any material respect; or (c) the representations and warranties of the Company shall not be true and correct or the Company shall have breached or failed to perform any of its Subsidiaries covenants or their respective Representatives shall have breached agreements set forth in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 the conditions set forth in Section 7.2(a6.2(a) or 7.2(band 6.2(b) would not be satisfied and such failure to be true and correct, breach or condition is failure to perform cannot curable be cured by the Company by the Walk-Away Date, or if capable of being cured, shall not have been cured within 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 7.2 and the basis for such termination (or, if curableearlier, the Walk-Away Date); provided that, Parent or Merger Sub is not cured prior then in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the conditions to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in 6.1 or Section 6.12(c)6.3 not being satisfied.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) (i) the board of directors of the Company shall have made a Change of Recommendationwithdraws, modifies, qualifies or amends the Company Board Recommendation in any manner adverse to Parent, (bii) the board of directors of the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders approves, endorses or recommends any Takeover Proposal in respect of the Company, (ciii) a tender offer or exchange offer that constitutes a Takeover Proposal in respect of the Company is commenced and the board of directors of the Company 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 acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement, or (iv) the Company or its board of directors publicly announce an intention to do any of the foregoing; (or any committee thereofb) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or breaches any of its Subsidiaries to enter into an Alternative Acquisition Agreement, covenants in Section 5.4 hereof in any material respect; (c) a Company Material Adverse Effect occurs following the date hereof; (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or breaches any of its Subsidiaries representations, warranties, covenants or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant 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 Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers would give rise to the Company failure of a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c6.2(a) or Section 6.2(b) and (ii) has not been cured by the Company within 20 Business Days after the seventy-two Company’s receipt of written notice of such breach from Parent; or (72e) hour period referred prior to obtaining the Requisite Parent Vote, provided Parent has complied with its obligations under Section 5.4 (including Section 5.4(d)(ii)) in Section 6.12(c)all material respects, in order to enter into a Contract providing for a Superior Proposal, provided that the CSR plc Annual Report and Financial Statements 2010 AGREEMENT AND PLAN OF MERGER (continued) consideration payable to Parent or Parent’s stockholders pursuant to such Superior Proposal consists solely of cash, and provided, further, that the terms of such Superior Proposal require Parent to terminate this Agreement as a condition to consummation of such Superior Proposal.

Termination by Parent. This Agreement may be terminated and the Merger Transaction may be abandoned at any time prior to the Effective Time by action Time, whether before or after the receipt of the board approval of directors of Parent if the Company Securityholders required by Section 7.01(c), by written notice given to the Company by Parent: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) if the Company or its board Board of directors (or any committee thereof) Directors shall have (xi) withdrawn, modified or amended in any respect adverse to Parent the Recommendation or failed to reconfirm the Recommendation (as required by Section 6.02(g)), (ii) approved, publicly approved recommended or recommendedentered into an agreement with respect to, or shall have proposed consummated, or adopted a resolution to approve approve, publicly recommend, enter into an agreement with respect to, or recommend consummate, any Acquisition Proposal or (y) caused or permitted the Company Competing Transaction from a person other than Parent or any of its Subsidiaries to enter into an Alternative Acquisition AgreementAffiliates, (diii) the Company shall have failed to publicly recommend rejection of any Competing Transaction (as required by Section 6.02(g)), or (iv) failed to include in the Proxy Statement Circular the Company Recommendation, ; (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (fb) at any time after prior to the end of ten (10) business days following receipt of an Acquisition ProposalEffective Date, if there is a material breach by the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach 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, in either case such that the conditions set forth in Section 7.2(a) or 7.2(b7.02(a) would not be satisfied and as of the time of such breach or condition 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 reasonable commercial efforts, Parent may not curable or, if curable, is not cured prior to the earlier terminate this Agreement under this Section 8.04(b) for 20 Business Days after delivery of (A) 30 days after written notice thereof is given by from Parent to the Company or of such breach, provided that the Company continues to exercise reasonable commercial efforts to cure such breach (Bit being understood that Parent may not terminate this Agreement pursuant to this paragraph (b) two business days if such breach is cured during such 20 Business Day period); (c) at any time prior to the Termination Effective Date, if there is a material breach by a Company Insider of any representation, warranty, covenant or (iagreement made by it contained in a Support Agreement or if any representation or warranty made by a Company Insider shall have become materially untrue, provided, that if such inaccuracy in the Company Insider's representations and warranties or breach by the Company Insider is curable by the Company Insider through the exercise of its reasonable commercial efforts, Parent may not terminate this Agreement under this Section 8.04(c) for 20 Business Days after delivery of written notice from Parent delivers to the Company a notice in accordance with Section 6.12(c) advising Insider of such breach, provided that the Company Insider continues to exercise reasonable commercial efforts to cure such breach (it being understood that the Aggregate Closing Funded Debt will be less than $600,000,000 and Parent may not terminate this Agreement pursuant to this paragraph (c) if such breach is cured during such 20 day business period); (d) if the Company or its Board of Directors shall have failed approved, publicly recommended or entered into an agreement with respect to, or consummated, or adopted a resolution to waive irrevocably approve, publicly recommend, enter into an agreement with respect to, or consummate, a Superior Proposal; or (e) holders of shares of Company Common Stock representing in the condition set forth in Section 7.3(c) within aggregate 7.5% or more of the seventy-two (72) hour period referred issued and outstanding Company Common Stock immediately prior to in Section 6.12(c)the Effective Date have validly exercised Dissent Rights.

Termination by Parent. This Agreement may be terminated (prior to obtaining the Required Company Vote in the case of clause (b)(ii) below) and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by action Parent if: (a) there is a breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that, individually or in the aggregate, would give rise to a failure of a condition set forth in Sections 8.02(a) or 8.02(b), which has not been cured, or is not capable of being cured, within thirty (30) Business Days following receipt by the Company of written notice of such breach; (b) (i) prior to receipt of the Required Company Vote, the board of directors of the Company (or any authorized committee thereof) shall have failed to recommend or shall have withdrawn, modified or amended or shall have proposed to withdraw, modify or amend, in any manner adverse to Parent, its recommendation that the Company shareholders vote in favor of the transactions contemplated by this Agreement (or publicly announce any intention to do so), unless the Blackstone Funds shall have confirmed to Parent in writing that they will vote in favor of such transactions notwithstanding such failure, withdrawal, modification, amendment or proposal (provided that if the Blackstone Funds fail to do so, Parent shall be entitled to receive the Company Termination Fee under Section 9.05(c) hereof) or (aii) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any authorized committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend recommended any Acquisition Proposal (or resolved to do so); (yc) caused or permitted upon any breach by the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.26.02 to (i) call, give notice of, convene and hold the Company Shareholders Meeting as contemplated thereby, which has not been cured (for is not capable of being cured) at any time after the end of ten within fifteen (1015) business days Business Days following receipt of an Acquisition Proposal, by the Company board of directors shall have failed to reaffirm its written notice of such breach or (ii) recommend approval or recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby; or (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for 20% or more of the outstanding Company Shares shall have been publicly disclosed is commenced (other than by Parent or a Subsidiary thereof), or an Affiliate of ParentAcquisition Proposal (including any revision thereto) is otherwise publicly announced, and the Company's board of directors of the Company (or any authorized committee thereof) recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer, or such Acquisition Proposal (or revision) as the case may be, within the 10 Business Day period specified in Rule 14e-2(a) under the Exchange Act (or within 17 Business Days of such announcement of such other Acquisition Proposal (or revision)); provided, however, for purposes of this Section 9.04(d) the reference in the definition of Acquisition Proposal to "more than 10%" of the capital stock or consolidated assets, net revenue or net income of the Company board of directors fails and its Subsidiaries shall be deemed to recommend unequivocally against acceptance of such offer, (h) there has been be 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior reference to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less "more than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)20%" thereof.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if if: (a) the board of directors of (i) the Company shall have made Board or any committee thereof makes a Change of Recommendation, (bii) a tender offer or exchange offer for the outstanding Shares is commenced, or a proposal is made to the Company or publically announced, that would, in each case, if consummated, constitute an Acquisition Proposal and the Company Board or any committee thereof shall have failed to take a vote recommend against acceptance of shareholders on approval such tender offer, exchange offer or proposal to its stockholders (including, for these purposes, by taking any position contemplated by Rule 14e-2 of this Agreement the Exchange Act other than recommending rejection of such tender offer, exchange offer or proposal or making any "stop-look-and-listen" communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act) within twenty-one ten (2110) days Business Days after Parent's written request to do so following the date on which commencement of such tender offer or exchange offer or making of such proposal or the Proxy Statement is mailed to shareholders Company Board or any committee thereof recommends that the stockholders of the CompanyCompany tender their Shares in such tender or exchange offer, (ciii) the Company or its board of directors (the Company Board or any committee thereof) thereof shall have (x) publicly approved or approved, adopted, recommended, or shall have proposed to approve or recommend declared advisable any Acquisition Proposal or (y) caused approved or permitted recommended, or entered into or allowed the Company or any of its Subsidiaries to enter into into, an Alternative Acquisition Agreement, Agreement or (div) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company Board or any of its Subsidiaries committee thereof formally resolves to take or their respective Representatives shall have breached in any material respect publicly announces an intention to take any of their obligations under Section 6.2, the foregoing actions; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hb) 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 the date of this Agreement, such that which breach or failure to be true (i) would give rise to the failure of a condition set forth in Section 7.2(a6.2(a) or 7.2(bSection 6.2(b) would and (ii) (x) cannot be satisfied and such breach cured by the Company by the Termination Date or condition is (y) if capable of being cured, shall not curable or, if curable, is not have been cured prior to within the earlier of (A) 30 thirty (30) calendar days after following receipt of written notice thereof is given by from the Parent to the Company of such breach or failure and (B) two business days one (1) Business Day prior to the earlier of the Termination Date, or (i) Parent delivers to Date and the date on which the Agreement may otherwise be terminated by the Company a notice in accordance with Article VII; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 6.12(c7.4(b) advising if it or Merger Sub is then in material breach of any of their representations, warranties, covenants or other agreements hereunder, which breach would give rise to the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the failure of a condition set forth in Section 7.3(c6.3(a) within the seventy-two (72or 6.3(b) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent, at any time prior to the Effective Time by action of the board of directors of Parent if Acceptance Time: (a) the board of directors of if (i) a Company Adverse Recommendation Change shall have occurred, or the Company shall have made publicly proposed to make a Change of RecommendationCompany Adverse Recommendation Change, (bii) the Company shall have failed entered into, or publicly announced its intention to take enter into, a vote of shareholders on approval of this Company Acquisition Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companyother than an Acceptable Confidentiality Agreement), (ciii) the Company or its board of directors Board fails to reaffirm (or any committee thereof) shall have (x) publicly approved or recommendedpublicly, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (dif so requested by Parent) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event Board Recommendation within five (5) business daysBusiness Days after the date any Takeover Proposal (or material modification thereto) after receipt of any written request to do so from Parentis first publicly disclosed by the Company or the Person making such Takeover Proposal, (giv) there shall have been a material breach of the Company’s obligations under Section 6.04 or (v) a tender offer or exchange offer for outstanding Shares relating to Company Common Stock shall have been publicly disclosed (other than commenced by a Person unaffiliated with Parent or an Affiliate of Parent) and the board of directors of Company shall not have sent to its shareholders pursuant to Rule 14e-2 under the Company recommends that the shareholders of the Company tender their shares in Securities Act, within five (5) Business Days after such tender offer or exchange offer oris first published, within ten (10) business days after sent or given, a statement reaffirming the commencement of Company Board Recommendation and recommending that shareholders reject such tender or exchange offer; or (b) if prior to the Acceptance Time, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Agreement that (i) would give rise to the failure of any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(aOffer Condition set forth in clause (vii) or 7.2(b(viii) would of Annex III and (ii) such breach cannot be satisfied and such breach or condition is not curable or, if curable, is not cured prior to by the earlier of (Ax) 30 thirty (30) days after following receipt by the Company of written notice thereof of such breach and (y) the End Date; provided, that Parent is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; and provided, further that Parent shall have given by Parent to the Company or at least thirty (B30) two business days written notice prior to the Termination Date, or (i) Parent delivers such termination stating Parent’s intention to the Company a notice in accordance with terminate this Agreement pursuant to this Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c8.03(b).

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the 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 Board of directors Directors of Parent if Parent, if: (a) the Company shall have breached or failed to perform any of the covenants or other agreements contained in this Agreement, or if any representation or warranty shall have become untrue, in either case such that (i) 59 63 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 Company of notice of such failure to comply; or (b) (i) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) , shall have (x) publicly approved withdrawn or recommended, modified in a manner adverse to Parent its approval or shall have proposed to approve recommendation of the Merger or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition this Agreement, (dii) the Company shall have failed to include in the Proxy Statement the recommendation of the board of directors of the Company Recommendationin favor of adoption of this Agreement, (eiii) in connection with a Rule 14d-9 disclosure, the board of directors of the Company shall have taken any action other than a rejection of a Rule 14d-9 proposal, (iv) the board of directors of the Company or any committee thereof shall have recommended any Company Acquisition Proposal, (v) the Company or any of its Subsidiaries officers or their respective Representatives directors shall have breached entered into discussions or negotiations in any material respect any violation of their obligations under Section 6.2, (fvi) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders or any committee thereof shall have resolved to do any 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 of directors fails to recommend unequivocally against acceptance of such offer, (h) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company foregoing or (Bvii) two business days prior any Company Acquisition Proposal is consummated or an agreement with respect to any Company Acquisition Proposal is validly signed on behalf of the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 willfully and intentionally breached or failed to take a vote of shareholders on approval of this Agreement perform the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of the actions specified in this Section 7.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made on the part of the Company set forth in this Agreement such that 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, such breach is incapable of being cured by the End Date; 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 7.03(b) and the basis for such termination; provided further, that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; or (c) if, or any such representation and warranty shall have become untrue after within 24 hours of the date execution of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable orthe Stockholder Consent evidencing the Requisite Company Vote, if curable, is not cured prior duly executed by each stockholder of the Company party to the earlier of (A) 30 days after written notice thereof is given by Voting Agreement, shall not have been delivered to Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company Company; provided, that this provision shall cease to have failed any force and effect upon receipt of the Stockholder Consent by Parent; and provided further, that Parent shall only be permitted to waive irrevocably exercise the condition set forth in right to terminate this Agreement pursuant to this Section 7.3(c7.03(c) within the seventy-for two (722) hour period referred to in Section 6.12(c)days following the expiration of the Stockholder Consent Delivery Period.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time (notwithstanding any approval of this Agreement by action of the board of directors of Parent if Company Stockholders): (a) the board of directors of the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.8 hereof, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one ten (2110) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 stockholders pursuant to Rule 14e-2 under the Exchange 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed announce its intentions to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or do any of its Subsidiaries to enter into an Alternative Acquisition Agreement, the actions specified in this Section 8.3(a); (db) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) if there has been a breach of breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Company pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6.3 hereof, and such breach, inaccuracy or failure is incapable of being cured by the End Date or, if capable of being so cured, has not been cured by the Company within ten (10) Business Days of the Company’s receipt of written notice of such breach, inaccuracy or failure from Parent (stating Parent’s intention to terminate this AgreementAgreement pursuant to this Section 8.3(b)); provided, however, that there is not then a breach, inaccuracy in or failure to perform any such representation representation, warranty, covenant or agreement made by Parent or Aquarion MergerCo pursuant this Agreement that would give rise to the failure of any of the conditions specified in Section 7.3 hereof; or (c) if (i) the conditions set forth in Article VII hereof (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied, (ii) Parent has irrevocably confirmed by written notice to the Company that all conditions set forth in Article VI hereof have been satisfied or that Parent is willing to waive any unsatisfied conditions in Article VI hereof and warranty (iii) the Merger shall not have become untrue been consummated within five (5) Business Days after the date of this Agreement, delivery of such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)notice.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Change in Company Recommendation shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 6.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one (21) days following ten Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement is mailed to shareholders of Company or the CompanyPerson making such Takeover Proposal, (cv) 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 stockholders pursuant to Rule 14e-2 under the Securities Act, within ten 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 (vi) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 8.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a7.02(a) or 7.2(b) Section 7.02(b), as applicable, would not be satisfied and and, in either such case, such breach or condition is not curable incapable of being cured by the End Date or, if curable, is has not been cured prior to in all material respects by the earlier of (A) Company within 30 days after its receipt of written notice thereof is given by from Parent to the Company or (B) two business or, if less than 30 days prior to the Termination End Date, or (i) Parent delivers prior to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(cEnd Date).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the 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 the if (i) a Company Adverse Recommendation Change shall have made a Change of Recommendationoccurred, (bii) the Company shall have 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 breached or failed to take a vote perform in any material respect any of shareholders on approval of this Agreement the covenants and agreements set forth in Section 5.04, (iv) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within twenty-one five (215) days following Business Days after the date on which any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Proxy Statement 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 and the Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Exchange Act, within ten (10) Business Days after such tender offer or exchange offer is mailed to shareholders first published, sent or given, a statement reaffirming the Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, (vi) any of the CompanyControlling Stockholders breaches the Stockholder Voting Agreement by failing to vote to approve the Merger at the Company Stockholders Meeting, or (cvii) the Company or its board of directors the Company Board (or any committee thereof) shall have publicly announce its intentions to do any of actions specified in this Section 7.03(a); or (xb) publicly approved or recommended, or if there shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors 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, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has 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 the conditions to the Closing of the Merger set forth in Section 7.2(a6.02(a) or 7.2(b) Section 6.02(b), as applicable, would not be satisfied and and, in either such case, such breach is incapable of being cured by the End Date; provided, that Parent shall have given the Company at least thirty (30) days (or condition is not curable or, if curable, is not cured such lesser period equal to the number of days to the End Date) written notice prior to the earlier of (A) 30 days after written notice thereof is given by Parent such termination stating Parent’s intention to the Company or (B) two business days prior terminate this Agreement pursuant to the Termination Datethis Section 7.03(b); provided, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company further, that the Aggregate Closing Funded Debt will cure period provided by this Section 7.03(b) shall not require the Merger to be less consummated later than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)End Date.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Company Merger Effective Time by action of the board of directors of Parent Time: (a) if there occurs any Company Adverse Recommendation Change solely in response to an Intervening Event; (b) if (ai) the board of directors of the Company shall have made (or any Authorized Committee) approves, endorses or recommends a Takeover Proposal, or there occurs a Company Adverse Recommendation Change in response to or in connection with the Company's receipt of Recommendationa Takeover Proposal, or (bii) a tender offer or exchange offer for any outstanding shares of capital stock of the Company shall have failed is commenced prior to take a vote obtaining the Requisite Company Vote and the board of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders directors of the CompanyCompany 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 acceptance of such tender offer or exchange offer by its stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (c10) Business Days after commencement (provided that no "stop-look-and-listen" communication or similar communication shall be deemed to be a failure to recommend against acceptance or the taking of no position with respect to acceptance hereunder) or (iii) the Company or its board of directors (or any committee thereof) shall have (xAuthorized Committee) publicly approved or recommended, or shall have proposed announces its intention to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or do any of its Subsidiaries to enter into an Alternative Acquisition Agreement, the foregoing; or (dc) if none of the Company shall have failed to include Purchaser Parties is in the Proxy Statement the Company Recommendation, (e) the Company or any material breach of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable Company breaches (but A) any of the covenants and agreements contained in Section 5.4 hereof (in the case of Sections 5.4(a)(1), 5.4(a)(2), 5.4(b), and the first three (3) sentences of 5.4(c), such breaches to be in any event within five material respect) or (5B) business days) after receipt any of any written request to do so from Parentits other representations, (g) a tender offer warranties, covenants or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) 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, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company agreements contained in this Agreement, or any such representation and warranty shall have become untrue after which breach, in the date case of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or clause (B) two business days prior to the Termination Dateonly, or (i) Parent delivers to has not been cured by the Company within 20 Business Days after the Company's receipt of written notice of such breach from Parent and (ii) is of such a notice in accordance with Section 6.12(c) advising the Company nature that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the a condition set forth in Section 7.3(c6.2(a) within or Section 6.2(b) would be incapable of being satisfied by the seventy-two (72) hour period referred to in Section 6.12(c)End Date.

Termination by Parent. This Agreement may be terminated and Parent shall have the Merger may be abandoned at any time right to terminate this Agreement: (i) if prior to the Effective Time by action of the board of directors of Parent if (a) the board of directors of Company Stockholder Approval and in accordance with Section 5.02, the Company shall have made enters into a Change of RecommendationCompany Acquisition Agreement with respect to a Superior Company Proposal; (ii) if prior to Company Stockholder Approval, (bA) the Company shall have failed to take makes a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) Company Adverse Recommendation Change or the Company or its board of directors the Company Board (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed announces its intention to approve or recommend any Acquisition Proposal or (y) caused or permitted the make a Company or any of its Subsidiaries to enter into an Alternative Acquisition AgreementAdverse Recommendation Change, (dB) the Company shall have failed Board fails to include in the Proxy Statement the Company Recommendationreaffirm, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of within ten (10) business days following receipt of an Acquisition ProposalBusiness Days after being so requested in writing by Parent, the Company board of directors Board Recommendation after any Company Takeover Proposal (or material modification) is first publicly disclosed by the Company or the Person making such Company Takeover Proposal (provided that the Company Board shall have failed not be required to reaffirm its approval the Company Board Recommendation more than two times) 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, (gC) a tender offer or exchange offer for outstanding Shares relating to the Company Common Stock shall have been publicly disclosed (other than commenced by Parent or an Affiliate of a Person unaffiliated with Parent) , and the board of directors of Company shall not have sent to its stockholders pursuant to Rule 14e-2 under the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orSecurities Act, within ten (10) business days Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the commencement of Company Board Recommendation and recommending that stockholders reject such tender or exchange offer, offer (provided that the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made issuance by the Company in of any "stop, look and listen" communication of the type contemplated by Rule 14d-9(f) under the Exchange Act prior to such statement and recommendation shall not give Parent the right to terminate this Agreement); provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.01(d)(ii) after the Company Stockholder Approval is obtained at the Company Stockholders Meeting; or (iii) if the Company breaches or fails to perform any of its covenants or agreements contained herein, or if any such representation of the representations or warranties of the Company contained herein fails to be true and warranty shall have become untrue after the date of this Agreementcorrect, such that Section 7.2(a) which breach or 7.2(bfailure (1) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior give rise to the earlier failure of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c7.01, Section 7.03(a) or Section 7.03(b), as applicable, and (2) is not reasonably capable of being cured by the Company by the End Date (as it may be extended pursuant to Section 8.01(b)(i)) or is not cured by the Company within thirty (30) days after receiving written notice from Parent of such breach or failure; provided, however, that Parent shall not have the seventy-two (72right to terminate this Agreement under this Section 8.01(d)(iii) hour period referred if Parent is then in breach of any covenant or agreement contained herein or any representation or warranty of Parent contained herein then fails to be true and correct such that the conditions set forth in Section 6.12(c7.02(a) or Section 7.02(b), as applicable, could not then be satisfied. The Party desiring to terminate this Agreement pursuant to this Section 8.01 (other than pursuant to Section 8.01(a)) shall give written notice of such termination to the other Party specifying the provision of this Agreement pursuant to which such termination is being effected.