Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this Agreement, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder); (b) the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer terminated and the Merger may be abandoned, abandoned at any time prior to the Acceptance Effective Time, by Parent action of the Board of Directors of Parent, if: (a) the Company Board (i) shall not have recommended the approval of this Agreement or the Merger to its stockholders, or shall have withdrawn or modified (including, without limitation, pursuant to Section 5.3 above) in a manner materially adverse to Parent its approval or recommendation of this Agreement or the Merger, or (ii) shall have recommended an Acquisition Proposal to the Company stockholders, or (b) there has been a breach of any covenant or agreement made by the Company in this Agreement, or of any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and such breach or inaccuracy gives rise to a failure of contained in this Agreement that would cause the condition set forth in Paragraph 2(bSection 6.3(a)(ii) of Annex I to this Agreementnot be satisfied, and such which breach or inaccuracy is not capable of being curable or, if curable, is not cured within thirty (30) days following receipt by the Company of after written notice of such breach or inaccuracy is given by Parent to the Company, or, if such breach or inaccuracy is capable of being cured within such period, it (c) there has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in a material breach of any of its representations, warranties, the covenants or agreements hereunder); (b) set forth in this Agreement on the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary part of the Company enters into an Alternative Acquisition Agreement; Company, which breach would cause the condition set forth in Section 6.3(a)(i) to not be satisfied, which breach is not curable or , if curable, is not cured within thirty (d30) days after written notice of such breach is given by Parent to the Company commits a Willful Breach of the first sentence of Section 6.3(a)Company.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger Transactions may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph paragraph 2(b) of Annex I to this Agreement, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice from Parent or Buyer of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a6.4(a) if Parent or Purchaser Buyer is then in material breach of any of its representations, warranties, covenants or agreements hereunder);; or (b) (i) the Company Board or any committee thereof effects a Change of Board Recommendation; Recommendation or (cii) the Company Board or any Subsidiary of committee thereof or the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of breaches in any material respect Section 6.3(a)5.3.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger Transactions may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy (i) gives rise to a failure of the condition set forth in Paragraph paragraph 2(b) or 2(c) of Annex I to this Agreement, and such breach or inaccuracy (ii) is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy Outside Date or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within thirty (30) days following receipt by the Company of written notice from Parent or Buyer of such period breach or inaccuracy (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a6.4(a) if Parent or Purchaser Buyer is then in material breach of any of its representations, warranties, covenants or agreements hereunder); (b) the Company Board or any committee thereof effects a Change of Board Recommendation;; or (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits Judgment imposing a Willful Breach of the first sentence of Section 6.3(a)Remedy Action other than a Permitted Remedy Action shall be in effect and shall have become final and non-appealable.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (ai) Purchaser has complied with Section 1.1 hereof and, due to the failure of an Offer Condition to be satisfied, the Offer has expired or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer or (ii) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this AgreementCompany Material Adverse Effect, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);period; or (b) the The Company Board or any committee thereof effects a Change of Board Recommendation; , within ten (c10) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a)Business Days thereafter.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (ai) Purchaser has complied with Section 1.1 hereof and, due to the failure of an Offer Condition to be satisfied, the Offer has expired or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer or (ii) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives would give rise to a the failure of the a condition set forth in Paragraph paragraph 2(b) or 2(c) of Annex I to this AgreementI, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);period; or (b) the The Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (ai) Purchaser has complied with Section 1.1 hereof and, due to the failure of an Offer Condition to be satisfied, the Offer has expired or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer or (ii) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives would give rise to a the failure of the a condition set forth in Paragraph paragraph 2(b) or 2(d) of Annex I to this AgreementI, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);period; or (b) the The Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, terminated and the Offer and the Merger Transactions may be abandoned, abandoned by Parent: (a) at any time prior to the time the Offer Acceptance Time, by Parent if:if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee shall have effected a Change of Recommendation or allowed the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement (for the avoidance of doubt, other than an Acceptable Confidentiality Agreement); or (ab) at any time prior to the Effective Time, if there has been a breach of any representation, warranty, covenant or agreement made by of the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and such which breach or inaccuracy gives (i) would give rise to a the failure of the a condition set forth in Paragraph 2(b) of Annex I to this AgreementI, and such breach or inaccuracy (ii) (A) is not capable of being cured within by the Company by the Termination Date or (B) if capable of being cured, shall not have been cured before the earlier of (x) thirty (30) days Business Days following receipt by the Company of written notice from Parent of such breach or inaccuracy or(y) the Termination Date; provided, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that neither Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser nor Merger Sub is then in material breach of any representation, warranty, covenant or agreement of its representations, warranties, covenants or agreements hereunder); (b) this Agreement such that any condition to the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary obligations of the Company enters into an Alternative Acquisition Agreement; or (d) set forth in Annex I would not then be satisfied if the Company commits a Willful Breach Closing Date were the date of the first sentence of Section 6.3(a)such termination.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, terminated at any time prior to the Acceptance Effective Time, whether before or after the Stockholder Approval, by Parent ifParent: (ai) if the Company (A) has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 6.2(b) would not be satisfied or (B) there has been exists a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after contained in this Agreement such that the date hereof and such breach or inaccuracy gives rise to a failure of the closing condition set forth in Paragraph 2(bSection 6.2(a) of Annex I to this Agreementwould not be satisfied, and in the case of both (A) and (B), such breach or inaccuracy failure to perform (1) is not capable cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder)by the Termination Date; (bii) if (A) the Board of Directors of the Company Board or any committee thereof effects has made a Change Company Adverse Recommendation Change, (B) a tender or exchange offer relating to securities of the Company shall have been commenced by a person unaffiliated with the Company, Parent and Merger Sub, and the Company's Board Recommendation; of Directors shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (c10) Business Days after such tender offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (C) the Company has breached the provisions of Section 4.2 or any Subsidiary of the Company enters into an Alternative Acquisition AgreementSection 5.1(b); or (diii) if the Company commits a Willful Breach of has made the first sentence of Section 6.3(a)Cash Election.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, terminated at any time prior to the Acceptance Effective Time, whether before or after the Stockholder Approval, by Parent ifParent: (ai) if the Company (A) has breached or failed to perform any of its covenants or other agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 6.2(b) would not be satisfied or (B) there has been exists a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after contained in this Agreement such that the date hereof and such breach or inaccuracy gives rise to a failure of the closing condition set forth in Paragraph 2(bSection 6.2(a) of Annex I to this Agreementwould not be satisfied, and in the case of both (A) and (B), such breach or inaccuracy failure to perform (1) is not capable cured within 30 days after receipt of written notice thereof or (2) is incapable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder)by the Termination Date; (bii) if (A) the Board of Directors of the Company Board or any committee thereof effects has made a Change Company Adverse Recommendation Change, (B) a tender or exchange offer relating to securities of the Company shall have been commenced by a person unaffiliated with the Company, Parent and Merger Sub, and the Company’s Board Recommendation; of Directors shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (c10) Business Days after such tender offer is first published, sent or given, a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (C) the Company has breached the provisions of Section 4.2 or any Subsidiary of the Company enters into an Alternative Acquisition AgreementSection 5.1(b); or (diii) if the Company commits a Willful Breach of has made the first sentence of Section 6.3(a)Cash Election.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) The Company is not entitled to terminate this Agreement pursuant to Section 8.3(a), there has been a breach of any covenant or agreement made by the Company in this AgreementAgreement such that the Offer Condition set forth in clause 2(a)(i) in Annex I would not be satisfied, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and of this Agreement such breach or inaccuracy gives rise to a failure of that the condition Offer Condition set forth in Paragraph 2(bclause 2(a)(ii) of Annex I to this Agreementwould not be satisfied, and such breach or inaccuracy is not capable of being cured within the earlier of the Outside Date and the date that is thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);period; or (b) the The Company Board or any committee thereof effects a Change of Board Recommendation; (c) Recommendation or the Company or any Subsidiary of the Company its Subsidiaries enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (ai) Purchaser has complied with Section 1.1 hereof and, due to the failure of an Offer Condition to be satisfied, the Offer has expired or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not validly withdrawn) pursuant to the Offer or (ii) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives would give rise to a the failure of the a condition set forth in Paragraph paragraph 2(b) or 2(d) of Annex I to this AgreementI, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);period; or (b) the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Effective Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to would cause a failure of the a condition set forth in Paragraph 2(b) of Annex I Section 6.1 or Section 6.2 if the Closing were to this Agreementoccur at such time, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice from Parent of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided period; provided, however, that Parent may not the right to terminate this Agreement pursuant to this Section 8.4(a7.4(a) will not be available to Parent if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunderunder this Agreement such that the Company has the right to terminate pursuant to Section 7.3(a);; or (b) the Company Board or any committee thereof effects a Change of Board Recommendation; , within five (c5) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a)Business Days thereafter.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this AgreementCompany Material Adverse Effect, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice from Parent of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided period; provided, however, that Parent may not the right to terminate this Agreement pursuant to this Section 8.4(a) will not be available to Parent if Parent Parent, Aventis or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);under this Agreement; or (b) whether or not permitted to do so, the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Effective Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and of this Agreement, such breach or inaccuracy gives rise to that a failure of the condition set forth in Paragraph 2(bSection 6.2(a) or Section 6.2(b) would not be then satisfied, measured as of Annex I to the time Parent asserts a right of termination under this AgreementSection 7.4(a), and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (period; provided that Parent may will not be entitled to terminate this Agreement pursuant to this Section 8.4(a7.4(a) if at any time as of which Parent or Purchaser is then in material breach of any representation, warranty, covenant or agreement such that a condition set forth in Section 6.3(a) or Section 6.3(b) would not be then satisfied, measured as of its representations, warranties, covenants or agreements hereunder);such time; or (b) if at any time prior to the receipt of the Company Requisite Vote, the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent if: (a) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this AgreementCompany Material Adverse Effect, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice from Parent of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided period; provided, however, that Parent may not the right to terminate this Agreement pursuant to this Section 8.4(a) will not be available to Parent if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder);under this Agreement; or (b) whether or not permitted to do so, the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, terminated by Parent at any time prior to before the Acceptance Effective Time, by Parent if: (a) there has been a breach of any covenant or agreement made by if the Company Board effects a Company Adverse Recommendation Change, whether or not in this Agreementaccordance with Section 5.4; (b) if (i) the Company Board approves, endorses or recommends to stockholders an Alternative Proposal or (ii) a tender offer or exchange offer for any representation or warranty outstanding shares of capital stock of the Company is inaccurate commenced before obtaining the Requisite Company Vote and the Company Board fails to recommend against or becomes inaccurate takes no position with respect to acceptance of such tender offer or exchange offer by its stockholders within ten (10) Business Days after the date hereof commencement; (c) if there shall have been an intentional and such material breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this Agreement, and such breach or inaccuracy is not capable of being cured within thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy under Section 5.4; or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not terminate this Agreement pursuant to this Section 8.4(ad) if Parent or Purchaser is then in material breach of the Company breaches any of its representations, warranties, covenants or agreements hereunder); (b) contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.1 or Section 6.2 and has not been cured by the Company Board within forty-five (45) days after the Company’s receipt of written notice of such breach from Parent; provided Parent shall not have the right to terminate this Agreement pursuant to this Section 7.3(d) if Parent or Merger Sub is then in breach of any committee thereof effects a Change of Board Recommendation; (c) their representations, warranties, covenants or agreements contained in this Agreement that would result in the Company conditions to Closing set forth in Section 6.1 or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a)6.3 not being satisfied.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, by Parent if: (a) at any time prior to the Acceptance Time, by Parent if: (ai) Purchaser has complied with Section 1.1 and, due to the failure of an Offer Condition to be satisfied, the Offer has expired or has been terminated without Purchaser having accepted for purchase the Shares validly tendered (and not withdrawn) pursuant to the Offer or (ii) there has been a breach of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to a failure of the condition set forth in Paragraph 2(b) of Annex I to this AgreementCompany Material Adverse Effect, and such breach or inaccuracy is not capable of being cured within prior to the Outside Date, or, if capable of being cured by such date, is not cured prior to the earlier of (x) thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (y) one Business Day prior to the Outside Date; provided that Parent may not terminate this Agreement pursuant to or abandon the Offer and the Merger in reliance on this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, warranties covenants or agreements hereunder);under this Agreement; or (b) the Company Board or any committee thereof effects a Change of Board Recommendation; (c) the Company or any Subsidiary of the Company enters into an Alternative Acquisition Agreement; or (d) the Company commits a Willful Breach of the first sentence of Section 6.3(a).

Termination by Parent. This Agreement may be terminated, terminated and the Offer and the Merger may be abandoned, Transactions abandoned at any time prior to before the Acceptance Time, Effective Time by Parent ifParent: (a) there has been a breach of any covenant or agreement made by if the Company breaches any of its representations or warranties, or fails to perform any of its covenants, obligations or agreements contained in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof and such which breach or inaccuracy gives rise failure to a perform, (i) individually or in the aggregate would result in the failure of the a condition set forth in Paragraph 2(bSection 6.2(a) of Annex I to this Agreement, or (b) and such breach (ii) by its nature cannot be cured or inaccuracy is has not capable of being been cured within thirty (30) days following receipt by the Company by the earlier of (A) the Business Day immediately prior to the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent and stating its intention to terminate the Agreement; provided, that neither Parent nor Merger Sub are then in material breach of their respective representations or inaccuracy orwarranties or then materially failing to perform their respective covenants, if obligations or agreements contained in this Agreement such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (provided that Parent may not the Company shall be entitled to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements hereunder7.4(b); (b) [Intentionally Omitted]; (c) (i) following an Adverse Recommendation Change or delivery of a Determination Notice, (ii) if the Company, the Company Board or any committee thereof effects a Change of Board Recommendation; breaches Section 5.16 or (ciii) if the Company or any Subsidiary of Board fails to publicly reaffirm the Company enters into an Alternative Acquisition AgreementBoard Recommendation within ten (10) Business Days after Parent so requests in writing; or (d) in the Company commits event of a Willful Breach of the first sentence of Section 6.3(a)Written Consent Failure.

Termination by Parent. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent Parent, if: (a) there There has been a breach in any material respect of any covenant or agreement made by the Company in this Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date hereof of this Agreement, and such breach or inaccuracy gives rise to would cause a failure of the condition set forth conditions in Paragraph 2(b) of Annex I to this Agreement, Section 6.1 or the Offer Conditions (and such breach or inaccuracy is not capable of being cured within before the earlier of (i) the Outside Date and (ii) thirty (30) days following receipt by the Company of written notice of such breach or inaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period (period); provided that the Parent may will not have the right to terminate this Agreement pursuant to this Section 8.4(a7.4(a) if Parent or Purchaser it is then in material breach of any of its representations, warranties, covenants or agreements hereunder);this Agreement; or (b) the (i) The Company Board or any committee thereof effects a Change of Board Recommendation; , (cii) the Company or any Subsidiary of the Company enters shall have entered into an Alternative Acquisition Agreement; or , or (diii) the Company commits a Willful Breach of the first sentence shall have committed an intentional and material breach of Section 6.3(a)5.3.