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 Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29, 2005; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.

Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger Merger, or (b) the Merger shall not have been consummated by April 29November 30, 20052018 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 9.2(b) 11.2 shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.

Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company Company, if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29July 30, 20052010 (subject to extension pursuant to the last proviso of Section 5.14(a), the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.2(b) 7.2 shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in if the failure of the Merger to occur on or before the Outside Date was primarily due to the failure of such date and such action or failure party to act constitutes a material breach of perform any obligations under this Agreement.

Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29December 31, 20052007; provided, however, that the right to terminate this Agreement under this Section 9.2(b) 10.2 shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.

Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned terminated at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company Company, if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29December 31, 20052010 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.2(b) 8.2 shall not be available to any party hereto whose action or failure to act in breach of Section 6.5 has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreementdate.