Common use of Termination by Acquiror Clause in Contracts

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), (iv) (A) the Board of Directors of the Company withdraws its recommendation of this Agreement, fails to make such recommendation or modifies or qualifies its recommendation in a manner adverse to Acquiror, (B) the Board of Directors of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a Competing Transaction or approves or recommends a competing transaction, (C) the Company shall have entered into any agreement with respect to any Competing Transaction or (D) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).

Termination by Acquiror. This Agreement may be ----------------------- terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iiiii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a)), or (iviii) (A) the Board of Directors of the Company withdraws shall withdraw, modify or change its recommendation of this Agreement, fails to make such recommendation Agreement or modifies or qualifies its recommendation the Merger in a manner adverse to Acquiror, (B) or shall have approved or recommended to the Board of Directors stockholders of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a any Competing Transaction or approves or recommends a competing transaction, (CB) the Company shall have entered into any agreement with respect to any Competing Transaction or (DC) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).

Termination by Acquiror. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval by holders of Shares, by action of the Board of Directors of Acquiror, if (i) Acquiror so elects by September 7, 1997 pursuant to Section 7.1(i), (ii) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed or fulfilled by the Company at or prior to such date of termination, which failure to comply has not been cured within fifteen business days following receipt by the Company of notice of such failure to comply, (iiiii) any representation or warranty of the Company contained in the Agreement shall not be true in all material respects when made (provided such breach has not been cured within fifteen business days following receipt by the Company of notice of the breach) or (except to the extent they relate to a particular date) on and as of the Effective Time as if made on and as of the Effective Time (in each case subject to the standard set forth in the proviso of Section 7.1(a))) , or (iviii) (A) the Board of Directors of the Company withdraws shall withdraw, modify or change its recommendation of this Agreement, fails to make such recommendation Agreement or modifies or qualifies its recommendation the Merger in a manner adverse to Acquiror, (B) or shall have approved or recommended to the Board of Directors stockholders of the Company participates in (or authorizes participation in) negotiations of the type described in Section 6.2 regarding the substantive terms of a proposal for a any Competing Transaction or approves or recommends a competing transaction, (CB) the Company shall have entered into any agreement with respect to any Competing Transaction or (DC) the Board of Directors of the Company shall resolve to do any of the foregoing, or (v) the Merger shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the conditions set forth in Sections 7.1(b) and 7.2(b).