Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent if: (a) the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (x) thirty (30) days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendation.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions Bank 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 the Company shall have made a Change of Recommendation, (b) the Company shall have breached or failed to perform take a vote of shareholders on the Merger prior to the time required by Section 6.4, (c) at any time following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its representationsapproval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event (i) within three (3) Business Days after receipt of any written request to do so from Parent, warranties(d) a tender offer or exchange offer for the outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, covenants prior to the earlier of (x) the date prior to the date of the Shareholders’ Meeting and (y) three (3) Business Days after the commencement of such tender or agreements set forth exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer or (e) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendation.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions Mergers may be abandoned at any time prior to the Effective Time by Parent by action of the Parent Board if: (a) a Change of Company Recommendation shall have occurred; provided that, following such a Change of Company Recommendation, Parent shall no longer have the right to terminate this Agreement pursuant to this Section 9.4(a) after the Requisite Company Stockholder Approvals have been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreementhereof, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a8.2(a) or 7.2(b8.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (xi) thirty (30) days after reasonably detailed written notice thereof is given by Parent to the Company and (yii) one (1) Business Day before the Outside DateDate (whether before or after the Requisite Company Stockholder Approvals or the Parent Stockholder Approval have been obtained pursuant to Section 8.1(a) or Section 8.1(b), as applicable); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a9.4(b) if Parent or Merger Sub is then in material breach of this Agreement such that any of their respective covenants or agreements the conditions set forth in this Agreement; or (bSection 8.3(a) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendationor 8.3(b) would not be satisfied.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by written notice of Parent to the Company if: (a) the board of directors of the Company shall have breached or (i) has made a Change of Recommendation; (ii) following the public announcement of an Acquisition Proposal, has failed to perform any reaffirm the Company Recommendation after receipt of its representations, warranties, covenants a written request to do so from Parent in accordance with Section 6.2 of this Agreement; or agreements set forth in this Agreement or if any (iii) prior to the earlier of such representations and warranties shall have become untrue as of any (A) the date subsequent prior to the date of the Shareholders Meeting and (B) eleven Business Days after the commencement of a tender or exchange offer for outstanding Shares that has been publicly disclosed (other than by Parent or an Affiliate of Parent), fails to recommend against such tender offer or exchange offer; (b) the Company or any of its Representatives breaches any covenant contained in Section 6.2 in any material respect; or (c) (i) neither Parent nor Merger Sub is then in material breach of this Agreement and (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, which breachor any such representation and warranty will have become untrue after the date of this Agreement (as if made on such subsequent date), or failure to perform or untruth (i) has resulted in the failure of a condition set forth in each case such that Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being curable or, if curable, is not cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (xi) thirty (30) 30 calendar days after reasonably detailed written notice thereof is given by Parent to the Company and (yii) the Outside Date; provided, however, date that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time three Business Days prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of RecommendationEnd Date.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by Parent at any time prior to the Effective Time by Parent ifClosing: (a) if a Company Adverse Recommendation Change shall have occurred or the Company shall have approved or adopted, or recommended the approval or adoption of, any Company Acquisition Agreement or the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements set forth in Section 5.01(u) or Section 5.04; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent that the conditions to the date Closing of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition Mergers set forth in Section 7.2(a6.02(a) or 7.2(b) (assuming in the case of any untruthSection 6.02(b), that as applicable, would not be satisfied and, such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach is not capable incapable of being cured prior to by the Closing End Date; or, if capable of being curedcured by the End Date, shall not have been cured by the Company within prior to the earlier of (xi) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and or (yii) the Outside End Date; provided, howeverprovided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a7.03(b) if Parent or Merger Sub any other Parent Party is then in material breach of any of their respective covenants representation, warranty, covenant, or agreements obligation hereunder that would cause any condition set forth in this Agreement; or (bSection 6.03(a) at any time prior or Section 6.03(b) not to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendationbe satisfied.

Termination by Parent. This Agreement may be terminated and the Offer and Merger and the other Transactions may be abandoned at any time prior to the Effective Time by action of the Board of Directors of Parent if: if (ai) the Board of Directors of the Company shall have breached withdrawn or adversely modified its approval or recommendation of this Agreement or failed to perform reconfirm its recommendation of this Agreement within five business days after a written request by Parent to do so, (ii) there has been a breach by the Company of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements set forth agreement contained in this Agreement that is qualified as to materiality or if any of such representations and warranties shall have become untrue as there has been a material breach of any date subsequent to the date of other representation, warranty, covenant or agreement contained in this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in Section 7.2(a) or 7.2(b) (assuming in the any case of any untruth, that such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 calendar days after reasonably detailed written notice thereof of such breach is given by Parent to the Company party committing such breach, or (iii) on a scheduled expiration date all conditions to Newco's obligation to accept for payment and (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pay for Shares pursuant to this Section 8.4(athe Offer shall have been satisfied or waived other than the Minimum Condition and Newco terminates the Offer without purchasing Shares pursuant to the Offer, provided that the satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Offer, or (iv) if Parent or Merger Sub is then Newco shall have otherwise terminated the Offer in material breach accordance with the terms of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior , including Annex A, without purchasing shares pursuant to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of RecommendationOffer.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time Time, whether before or after the adoption hereof by the stockholders of the Company referred to in Section 8.1(a), by action of the board of directors of Parent if: (a) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, Requisite Vote shall not have been cured obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (b) if the Company enters into a binding agreement for a Superior Proposal, (c) if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that, together with all such breaches, would prevent any of the conditions set forth in Article 8 from being satisfied (other than by waiver) prior to the Termination Date and that is not curable or, if curable, is not cured within the earlier of (x) thirty (30) 20 days after reasonably detailed written notice thereof of such breach is given by Parent to the Company, or (d) if the Company and (y) the Outside Date; provided, however, that Parent shall not have delivered to Parent, on or before March 31, 1998, a copy of an unqualified opinion of Price Waterhouse LLP with respect to the right to Company's consolidated GAAP financial statements for the year ended December 31, 1997, provided that in such event Parent must terminate this Agreement pursuant to this Section 8.4(a9.4(d) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior to obtaining the Requisite Company Voteclose of business on the later of April 3, 1998 or 3 business days following the Company’s board date of directors makes a Change delivery to Parent of Recommendationsuch consolidated financial statements with an opinion of such accountant thereon.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent ifaction of the board of directors of Parent: (a) solely prior to the time the Requisite Parent Vote is obtained, in order for Parent to enter into an Alternative Acquisition Agreement providing for the consummation of a Parent Superior Proposal in compliance with Section 6.2(d)(y) (after having fully complied with Section 6.2, including Section 6.2(f), in respect of such Parent Superior Proposal); provided that Parent pays the Reverse Termination Fee prior to or concurrently with the termination of this Agreement; or (b) at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained, if (i) if an Adverse Company Recommendation Change shall have occurred; (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside fifth Business Day prior to End Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (biii) at if the Company has materially breached any time covenant contained in Section 6.2 and such breach is not curable or, if curable, is not cured within the earlier of (x) 10 days after written notice thereof is given by Parent to the Company and (y) the fifth Business Day prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of RecommendationEnd Date.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if: if (a) the Company Board of Directors shall have breached made a Change of Recommendation, (b) at any time following receipt of an Acquisition Proposal, and prior to the date that the Company Stockholder Vote has been obtained, after receipt of a reasonable written request to do so from Parent or U.S. Parent the Company Board of Directors shall have failed to perform reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five Business Days), (c) a tender offer or exchange offer for outstanding shares of its representationsthe Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, warrantiesprior to the earlier of (x) the date prior to the date of the Company Stockholders Meeting and (y) 11 Business Days after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, covenants the Company Board of Directors fails to recommend against acceptance of such offer or agreements set forth (d) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a6.2(a) or 7.2(bSection 6.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendation.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by Parent: (a) at any time prior to the time the Stockholder Approval is obtained, if the Company Board (or any committee thereof) 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); provided that Parent’s right to terminate this Agreement pursuant to this Section 7.4(a) will expire at 5:00 p.m., New York City time, on the tenth (10th) Business Day following the date on which such right to terminate first arose; or (b) at any time prior to the Effective Time by Parent if: (a) Time, if there has been a breach of any representation, warranty, covenant or agreement of the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, or failure to perform or untruth breach (i) has resulted in would give rise to the failure of a condition set forth in Section 7.2(a6.2(a) or 7.2(b) (assuming in the case of any untruth6.2(b), that such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) (A) is not capable of being cured prior to by the Closing or, Company by the Termination Date or (B) if capable of being cured, shall not have been cured by the Company within before the earlier of (x) thirty (30) days after reasonably detailed Business Days following receipt of written notice thereof is given by from Parent to the Company and of such breach or (y) the Outside Termination Date; provided, however, that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or nor Merger Sub is then in material breach of any representation, warranty, covenant or agreement of their respective covenants or agreements this Agreement such that any condition to the obligations of the Company set forth in this Agreement; or (bSection 6.3(a) at any time prior to obtaining or 6.3(b) would not then be satisfied if the Requisite Company Vote, Closing Date were the Company’s board date of directors makes a Change of Recommendationsuch termination.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions 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 the Company shall have breached or made a Change of Recommendation, (b) at any time following receipt of an Acquisition Proposal, the Company’s board of directors shall have failed to perform reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within ten (10) business days after receipt of its representationsany reasonable written request to do so from Parent), warranties(c) a tender offer or exchange offer for outstanding shares of the Company’s common stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, covenants prior to the earlier of (x) the date prior to the date of the Stockholders Meeting and (y) eleven (11) business days after the commencement of such tender or agreements set forth exchange offer pursuant to Rule 14d-2 under the Exchange Act, the Company’s board of directors fails at that time or at any time thereafter to recommend unequivocally against acceptance of such offer or (d) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of Recommendation.

Termination by Parent. This Agreement may be terminated and the Merger Offer and the other Transactions Merger may be abandoned at any time prior to the Effective Time Acceptance Date by action of the board of directors of Parent if: (a) (i) the board of directors of the Company shall have breached (A) made a Change in Recommendation or (B) recommended to the shareholders of the Company an Acquisition Proposal other than the Offer and the Merger or (ii) the board of directors of the Company shall have failed to perform include the Company Recommendation in the Schedule 14D-9 to the extent required pursuant to Section 1A.2(b); (b) there has been a breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement made by the Company in this Agreement such that the conditions set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, or failure to perform or untruth clauses (i) has resulted in the failure of a condition set forth in Section 7.2(ac) or 7.2(b(d) (assuming in the case of any untruth, that Annex A would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being curable or, if curable, is not cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (xi) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and or (yii) two business days prior to the Outside Termination Date; provided, however, provided that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or nor Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (bc) at if, as of any time prior Expiration Date subsequent to obtaining the Requisite Company Vote60th day following the date of commencement of the Offer, the Company’s board condition set forth in clause (f) of directors makes a Change Annex A shall have occurred and be continuing, provided that neither Parent nor Merger Sub is then in material breach of Recommendationthis Agreement.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent if: (a) the Company Board or the Special Committee shall have breached made and not withdrawn a Change of Recommendation; or (b) there has been a breach of any representation, warranty, covenant or failed to perform any of its representations, warranties, covenants or agreements set forth agreement made by the Company in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in such that the failure of a condition conditions set forth in Section 7.2(a) or Section 7.2(b) (assuming in the case of any untruthwould not be satisfied, that except if such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or untruth is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (x) thirty (30) days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Termination Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a8.4(b) prior to the delivery by Parent to the Company of written notice of such breach or untruth, delivered at least thirty (30) days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 8.4(b) and the basis for such termination, it being understood that Parent will not be entitled to terminate this Agreement pursuant to this Section 8.4(b) if such breach or untruth has been cured prior to the earlier of (i) such 30th calendar day after such notice is given or (ii) two (2) business days prior to the Termination Date; provided, further, that Parent or Merger Sub is not then in material breach of this Agreement so as to cause any of their respective covenants or agreements the conditions set forth in this Agreement; or (b) at any time prior Article VII not to obtaining the Requisite Company Vote, the Company’s board be capable of directors makes a Change of Recommendationbeing satisfied.

Termination by Parent. This Agreement may be terminated by written notice from Parent to the Company and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent if: (a) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in such that the failure of a condition conditions set forth in Section Sections 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or failure to be true is not capable of being curable or, if curable, is not cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (xi) thirty (30) days after reasonably detailed following written notice thereof is given by Parent to the Company from Parent describing such breach or failure in reasonable detail and (yii) the Outside Termination Date; provided, however, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective its representations, warranties, covenants or agreements under this Agreement, which breach would give rise to a failure of any of the conditions set forth in this AgreementSection 7.3(a) or Section 7.3(b) to be satisfied; or (b) at any time prior to obtaining the Requisite Company Vote, the Company’s board of directors makes there shall have been a Change of in Recommendation; provided that Parent shall no longer be entitled to terminate this Agreement pursuant to this Section 8.4(b) once the Company Requisite Vote is obtained.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent ifaction of the board of directors of Parent: (a) solely prior to the time the Requisite Parent Vote is obtained, in order for Parent to enter into an Alternative Acquisition Agreement providing for the consummation of a Parent Superior Proposal in compliance with Section 6.2(d)(y) (after having fully complied with Section 6.2, including Section 6.2(f), in respect of such Parent Superior Proposal); provided that Parent pays the Reverse Termination Fee prior to or concurrently with the termination of this Agreement; or (b) at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained, if: (i) if an Adverse Company Recommendation Change shall have occurred; or (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time fifth business day prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of RecommendationEnd Date.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent if: (a) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in such that the failure of a condition conditions set forth in Section Sections 7.2(a) or 7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or failure to be true is not capable of being curable or, if curable, is not cured prior to the Closing or, if capable of being cured, shall not have been cured by the Company within the earlier of (xi) thirty (30) days after reasonably detailed following written notice thereof is given by Parent to the Company from Parent describing such breach or failure in reasonable detail and stating ▇▇▇▇▇▇’s intention to terminate the Agreement and (yii) the Outside Termination Date; provided, however, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective its representations, warranties, covenants or agreements set forth in under this Agreement; or; (b) at any time prior to obtaining the Requisite Company Votedelivery of the Written Consent, the Company’s board of directors makes there shall have been a Change in Recommendation; provided that Parent must terminate this Agreement within five (5) days of such Change in Recommendation.; or

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent if: (a) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of such that a condition set forth in Section 7.2(a8.2(a) or 7.2(bSection 8.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or untruth is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and (y) three Business Days prior to the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to under this Section 8.4(a9.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants representation, warranty, covenant or agreements set forth agreement in this Agreement or any representation and warranty of Parent in this Agreement fails to be true and correct, in each case, such that it would give rise to the failure of a condition in Section 8.3(a) or Section 8.3(b); (b) prior to the time, but not after, the Requisite Stockholder Vote is obtained, if a Change of Recommendation (whether or not permitted by this Agreement) shall have been made or occurred; or (bc) at any time prior to obtaining the time the Requisite Company VoteStockholder Vote is obtained, but not after, the Company or any director of the Company shall have committed a willful and material breach of Section 7.2(a), other than in the case where such willful and material breach is the result of an isolated action by a director of the Company without Knowledge of or consent by the Company prior to such action, and is not any other action by the Company’s board of directors makes , and (A) the Company takes appropriate actions to remedy such willful and material breach upon discovery thereof, and (B) Parent or the Transactions are not adversely affected in any material respect as a Change of Recommendationresult thereof.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by Parent: (a) at any time prior to the time the Stockholder Approval is obtained, 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 (b) at any time prior to the Effective Time by Parent if: (a) Time, if there has been a breach of any representation, warranty, covenant or agreement of the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or if any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, or failure to perform or untruth breach (i) has resulted in would give rise to the failure of a condition set forth in Section 7.2(a6.2(a) or 7.2(b) (assuming in the case of any untruthSection 6.2(b), that such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) (A) is not capable of being cured prior to by the Closing or, Company by the Termination Date or (B) if capable of being cured, shall not have been cured by the Company within before the earlier of (x) thirty (30) days after reasonably detailed Business Days following receipt of written notice thereof is given by from Parent to the Company and of such breach or (y) the Outside Termination Date; provided, however, that neither Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or nor Merger Sub is then in material breach of any representation, warranty, covenant or agreement of their respective covenants or agreements this Agreement such that any condition to the obligations of the Company set forth in this Agreement; or (bSection 6.3(a) at any time prior to obtaining or Section 6.3(b) would not then be satisfied if the Requisite Company Vote, Closing Date were the Company’s board date of directors makes a Change of Recommendationsuch termination.

Termination by Parent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time by Parent ifaction of the board of directors of Parent: (a) solely prior to the time the Requisite Parent Vote is obtained, in order for Parent to enter into an Alternative Acquisition Agreement providing for the consummation of a Parent Superior Proposal in compliance with Section ‎6.2(d)(y) (after having fully complied with Section ‎6.2, including Section ‎6.2(f), in respect of such Parent Superior Proposal); provided that Parent pays the Reverse Termination Fee prior to or concurrently with the termination of this Agreement; or (b) at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained, if: (i) if an Adverse Company Recommendation Change shall have occurred; or (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a‎7.2(a) or 7.2(b‎7.2(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x) thirty (30) 30 days after reasonably detailed written notice thereof is given by Parent to the Company and (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.4(a) if Parent or Merger Sub is then in material breach of any of their respective covenants or agreements set forth in this Agreement; or (b) at any time fifth business day prior to obtaining the Requisite Company Vote, the Company’s board of directors makes a Change of RecommendationEnd Date.

Termination by Parent. This Agreement may be terminated by Parent, upon prior written notice to the Company, and the Merger and the other Transactions Mergers may be abandoned at any time prior to the Partnership Merger Effective Time by Parent Time, whether before or after the Requisite Company Vote has been obtained except as otherwise expressly noted if: (a) there has been a breach of any representation, warranty, covenant or agreement made by the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, or if any of such representations representation and warranties warranty shall have become untrue as of any date subsequent to after the date of this Agreement, which breach, or failure to perform or untruth (i) has resulted in the failure of a condition set forth in such that Section 7.2(a7.03(a) or 7.2(b7.03(b) (assuming in the case of any untruth, that would not be satisfied and such subsequent date was the Closing Date) which remains in effect as of the time of such termination and (ii) breach or condition is not capable of being cured prior to the Closing curable or, if capable of being curedcurable, shall is not have been cured by the Company within the earlier of (x1) thirty (30) 45 days after reasonably detailed written notice thereof is given by Parent to the Company and (y2) the Initial Outside Date (or, if applicable, the Outside Date); provided, however, that Parent shall not have the right to terminate this Agreement and abandon the Mergers pursuant to this Section 8.4(a8.04(a) if Parent or Merger Sub is then in material breach of any of their respective its representations, warranties, covenants or other agreements set forth in this AgreementAgreement such that the Company would be entitled to terminate this Agreement pursuant to Section 8.03(a); or (b) at any time prior to obtaining the Requisite Company VoteBoard, upon the Company’s board recommendation of directors makes the SRC, shall have made a Change of Recommendation, or the Company or any Company Subsidiary enters into any Alternative Acquisition Agreement.