Common use of Termination by Either Buyer or the Company Clause in Contracts

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by action of the board of directors of either Buyer or the Company if (i) the Transactions shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have contributed to the occurrence of the failure of the Transactions to be consummated.

Termination by Either Buyer or the Company. This Agreement and the Offer may be terminated and the Transactions Offer may be abandoned at any time prior to the Closing by action of the board of directors of either Buyer or the Company if if: (i) the Transactions conditions to the Offer set forth in Exhibit A shall have not have been consummated satisfied by October 3111, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, 1997; (ii) the Company a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall not have obtained the Company Requisite Vote upon a vote issued an order, decree or ruling or taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided provided, however, that the right party seeking to terminate this Agreement pursuant to this clause (iii) above shall not be available to any party that has breached in any material respect its obligations under have used all efforts required by this Agreement in to remove such injunction, order or decree; (iii) if there shall be any manner Law that makes consummation of the Offer illegal or prohibited; (iv) by mutual agreement of the Company and Buyer; or (v) the Purchase Agreement shall have contributed terminated pursuant to the occurrence of the failure of the Transactions to be consummatedSection 7.1 or 7.2 thereof.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions Merger may be abandoned at any time prior to the Closing Effective Time by action of the board of directors of either Buyer or the Company if (ia) the Transactions Merger shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the date of the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL andStockholders; provided, to the extent applicablehowever, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (ithis Section 8.2(a) above shall not be available to any party that has breached in whose breach of any material respect its obligations under provision of this Agreement results in any manner that shall have contributed to the occurrence of the failure of the Transactions Merger to be consummatedconsummated by the Termination Date, (b) the adoption by the Company Stockholders required by Section 7.1(c) shall not have been obtained at the Company Stockholders Meeting (after giving effect to all adjournments or postponements thereof), or (c) any Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Merger and such order, decree or ruling or other action shall have become final and nonappealable.

Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions Merger may be abandoned at any time prior to the Closing by action of either the board of directors of either Buyer Company or the Company Buyer if (ia) the Transactions Merger shall not have been consummated by October 31August 30, 2001 (the "Termination Final Date"), whether ) or (b) either (i) a meeting of the Company's shareholders shall have been duly convened and held and the Company Shareholder Approval required by Section 8.1(a) shall not have been obtained at such date is before meeting or after the adoption of this Agreement by holders of Company Shares, at any adjournment thereof or (ii) the Company Shareholder Approval shall not have been obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant by two days prior to the DGCL and, to the extent applicable, the federal proxy rulessuch Final Date, or (iiic) a United States federal or state court of competent jurisdiction or United States Governmental Entity shall have issued an order, decree or ruling or taken any Order other action permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided , provided, that the right party seeking to terminate this Agreement pursuant to this clause (ic) above shall have used all reasonable efforts to remove such order, decree, ruling or injunction; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not be available to any party that has have breached in any material respect its obligations under this Agreement in any manner that shall have contributed to the occurrence of the failure of the Transactions to be consummatedAgreement.