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

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that (A) 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) at any time prior to the Effective Time by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by August 31, 2011 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company, provided, that, if, as of the Termination Date, all conditions to this Agreement shall have been satisfied or waived (other than those that are to be satisfied by action taken at the Closing) other than the condition set forth in Section 7.1(c), or Section 7.1(d) or Section 7.2(c), Parent may, by written notice to the Company, extend the Termination Date to November 30, 2011, (b) the adoption of this Agreement by the Company’s stockholders required by Section 7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon this Agreement was taken or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the Company); provided, provided that (A) the right to terminate this Agreement pursuant to clause (ia) 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 proximately contributed to been a principal cause of or resulted in the occurrence of the failure of the Tender Offer Merger to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000before such date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by October 23, 2010 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a); provided, however, that if the conditions set forth in Section 7.1(b) have not been satisfied or waived on or prior to such date, but all other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Termination Date may be extended by Parent or the Company in writing to a date not beyond January 23, 2011, (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause (ithis Section 8.2(c) above shall not be available to any party unless, subject to Section 6.5, such party shall have used its reasonable best efforts to oppose any such Order or have such Order vacated or made inapplicable to the Merger; provided, further, that the right to terminate this Agreement pursuant to this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by September 30, 2014, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a), provided that such date may be extended by Parent, at its option, to December 31, 2014 if the Closing shall not have occurred by such date and on such date the condition set forth in Section 7.2(c) has not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VII has been satisfied, waived or remains capable of satisfaction (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders’ Meeting or at any adjournment or postponement of the Shareholders’ Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer Merger or the Bank Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by April 30, 2006, whether such date is before or after the date of the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any Order adjournment or postponement thereof, (c) the approval of the issuance of the shares of Parent Common Stock in the Merger by the stockholders of the Parent referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Mergers may be abandoned (i) at any time prior to the Effective Time by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "Termination Date"), provided that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the stockholders shareholders of the Company); provided) pursuant to Section 6.4, provided that (A) the right to terminate this Agreement pursuant to clause (ia) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer Mergers to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by December 31, 2008, whether such date is before or after the date of approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a); provided, however, that if Parent or the Company determines that additional time is necessary in order to obtain, consistent with Parent’s obligations under Section 6.6(c), any necessary approval from, or to forestall or challenge any action to restrain, enjoin or prohibit the Merger or to impose a Material Burden by, any Government Entity, the Termination Date may be extended by Parent or the Company in writing to a date not beyond February 28, 2009 (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting, (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause this Section 8.2 (ix) 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 proximately contributed to the occurrence of the failure of a condition to the Tender Offer to be consummated consummation of the Merger and (By) shall, in the Company shall not receive a termination fee pursuant case of clauses (a) and (c), be subject to Parent’s compliance with its obligations under Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 20006.6(c).

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Transactions may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by August 5, 2015 (as it may be extended below, the “Termination Date”), provided that if on such date any of the conditions to the Closing set forth in Section 8.1(b) or Section 8.1(c) (to the extent that such Restraining Order is in respect of any Required Government Consent) shall not have been fulfilled but all other conditions to the Closing either have been fulfilled or are then capable of being fulfilled, then the Termination Date shall, without any action on the part of the parties, be extended to November 5, 2015, (b) the Requisite Company Vote shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement or (c) any Restraining Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company)appealable; provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 9.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement Agreement, including Section 7.4(b), in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right consummation of the Merger or the failure of the Merger to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000occur by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger will not have been consummated by the End Date, whether such date is before or after the date the Requisite Company Vote is obtained; provided, however, that if all of the conditions to Closing set forth in Article VII shall have been satisfied or shall be then capable of being satisfied, other than the conditions set forth in Section 7.1(b) and Section 7.1(c) (but, in the case Section 7.1(c), only if the applicable Order relates to the HSR Act or any other competition, merger control, antitrust or similar Law or regulation), the End Date may be extended by Parent or the Company, by written notice to the other party, to a date not later than November 15, 2017, (b) the Requisite Company Vote has not been obtained at the Shareholders Meeting or at any adjournment or postponement of the Shareholders Meeting taken in accordance with this Agreement or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall have become final and non-appealable (whether before or after the approval by the stockholders of the Company)appealable; provided, that (A) the right to terminate this Agreement pursuant to clause (i) above shall this Section 8.2 will not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company or Parent (and written notice to the other party) if (a) the Merger shall not have been consummated by March 31, 2001 whether such date is before or after the date of approval by the holders of Shares of the Company (the "Termination Date"); provided, however, that the Termination Date shall be automatically extended for two (2) months (the "Extended Date"), if, on March 31, 2001: (i) any of the Governmental Consents described in 7.1(b) have not been obtained or waived, (ii) each of the other conditions to the consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (iii) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith; (b) the approval of the holders of Shares required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-non- appealable (whether before or after the approval by the stockholders of the Company); provided, or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Merger; provided that (A) the right to terminate this Agreement pursuant to clause (ia) 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 proximately contributed to the occurrence of the failure of the Tender Offer Merger to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) at any time prior to the Effective Time by action of the board Board of directors Directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board members of directors Parent if: (a) the Merger shall not have been consummated by March 30, 2012, whether such date is before or after the date of either Parent or adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (such date, the “Termination Date”); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if the Company has the right to terminate this Agreement pursuant to Section 8.3(b); (b) the Shareholders Meeting shall have been held and completed and adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a); ), provided, that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to been the occurrence of primary cause of, or the primary factor that resulted in, the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right consummation of the Merger to terminate this Agreement pursuant to clause (i)(y) above have been satisfied on or prior to February 29, 2000before the Termination Date.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned (i) at any time prior to the Merger Closing by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors of either Parent or the Company if (ii) the Merger shall not have been consummated by September 30, 2005 (the “Termination Date”), or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company)appealable; provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 5.2 shall not be available to any party that Parent or the Company if Parent, on the one hand, or the Company, on the other hand, has breached in any material respect its obligations under this Agreement or in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer Merger to be consummated and (B) prior to such time; provided further that the Termination Date may be extended from time to time for no more than 120 days by the Company shall not receive a termination fee pursuant to Section 8.5(e) the extent that the only condition preventing consummation of the Merger and the other transactions contemplated by this Agreement even if otherwise payable pursuant is that in Section 4.1(a), due to the terms thereofdelayed receipt of a regulatory approval under the HSR Act, if it exercises its right from the FCC or any PUC referred to terminate this Agreement pursuant to clause therein; and provided further that, in the event that all of the conditions set forth in Sections 4.5(a) through (i)(yg) above other than that condition set forth in Section 4.5(d) have been satisfied on or prior to February 29the Termination Date, 2000the Termination Date may be extended for no more than 90 days by the Company, and if the Termination Date is so extended then for purposes of Section 4.5 hereof all representations and warranties of the Company in this Agreement shall, to the extent that they were true and correct for purposes of Section 4.5(a) on the Termination Date, be deemed to be true and correct.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by December 31, 2010, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the "Termination Date"); provided, however, that in the event that the Marketing Period has not been completed on or before December 23, 2010, the Termination Date shall be extended to January 31, 2011; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if the Company has the right to terminate this Agreement pursuant to Section 8.3(b); (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a); ), provided, that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to been the occurrence of primary cause of, or the primary factor that resulted in, the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right consummation of the Merger to terminate this Agreement pursuant to clause (i)(y) above have been satisfied on or prior to February 29, 2000before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if the Merger shall not have been consummated by March 31, 2007, or such other date as Parent and the Company agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of approval by the shareholders of the Company referred to in Section 7.1(a), but only if on the date of such extension all other conditions to the Closing have been or are readily capable of being satisfied (the “Termination Date”), the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders shareholders of the Company); provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 31, 2006, whether such date is before or after the date of the approval and adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the approval and adoption of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof if a vote on the Merger is taken at such Shareholders Meeting or adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval and adoption of this Agreement by the stockholders shareholders of the CompanyCompany referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Amalgamation may be abandoned (i) at any time prior to the Effective Time by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Amalgamation shall not have been consummated by December 15, 2006, whether such date is before or after the date of approval by the shareholders of the Company (the “Original Termination Date”); provided, however, that if the only condition to the closing that remains unsatisfied (except for any condition that by its terms can only be satisfied at the Closing) on the Original Termination Date are any or all of the conditions set forth in Section 7.1(b) and Section 7.1(c) hereof, and such conditions are capable of being satisfied on or prior to January 31, 2007 (such later date being referred to herein as the “Outside Termination Date”), then the Original Termination Date shall be automatically extended to the Outside Termination Date without further action by or consent of any of the parties hereto, (b) the approval of the Company’s shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger Amalgamation shall become final and non-appealable (whether before or after the approval by the stockholders shareholders of the Company); provided, that (A) the right to terminate this Agreement pursuant to clause (ia) 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 proximately contributed to has been the cause of, or resulted in, the occurrence of the failure of the Tender Offer Amalgamation to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the transactions contemplated hereby Merger may be abandoned (i) by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by December 31, 1998, provided that the right to terminate this Agreement under this clause (a) shall not be available to any Order party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date, and provided, further, that such date shall be extended to March 31, 1999 in the event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable nonappealable. In addition, this Agreement may be terminated by Parent (whether before or after upon notice from Parent to the approval Company) and the Merger may be abandoned by the stockholders action of the Company); providedBoard of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, that (A) covenants or obligations under the right to terminate this Voting 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company such breach shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000be curable.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) at any time prior to the Effective Time by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 31, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote and/or the Parent Requisite Vote (the "Termination Date"), (b) the approval of the Company's stockholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, (c) the approval of Parent's stockholders as required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any postponement or adjournment thereof or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable after the parties have used their respective commercially reasonable efforts to have such Order removed, repealed or overturned (whether before or after the approval by the stockholders of the Company); provided, that (A) 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 proximately contributed to the occurrence of the failure of the Tender Offer Merger to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the transactions contemplated hereby Merger may be abandoned (i) aban- doned by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by December 31, 1998, provided that the right to terminate this Agreement under this clause (a) shall not be available to any Order party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date, and provided, further, that such date shall be extended to March 31, 1999 in the event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable nonappealable. In addition, this Agreement may be terminated by Parent (whether before or after upon notice from Parent to the approval Company) and the Merger may be abandoned by the stockholders action of the Company); providedBoard of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, that (A) covenants or obligations under the right to terminate this Voting 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company such breach shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000be curable.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Mergers may be abandoned (i) at any time prior to the Effective Time by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Mergers shall not have been consummated by June 30, 2001, whether such date is before or after the date of receipt of the Company Requisite Vote (the "TERMINATION DATE"), PROVIDED that the Termination Date shall be automatically extended to March 31, 2002 if, on June 30, 2001: (x) any of the Governmental Consents described in Section 7.1(e) have not been obtained or waived, (y) each of the other conditions to the consummation of the Mergers set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith, (b) the approval of the Company's shareholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger Mergers shall become final and non-appealable after the parties have used their respective best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the stockholders shareholders of the Company); provided) pursuant to Section 6.4, PROVIDED that (A) the right to terminate this Agreement pursuant to clause (ia) above shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation under this Agreement or under any existing law, order, rule or regulation has caused or resulted in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer Mergers to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by March 19, 2009 (the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or Parent referred to in Section 7.1(a), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement of the Stockholders Meeting, (c) the adoption of a resolution approving the Merger referred to in Section 7.1(a) shall not have been obtained at the Parent Shareholders Meeting (provided, that Parent shall not have the right to terminate this Agreement if it fails to obtain the Requisite Parent Approval to the extent that the Stichting is in breach of the Parent Shareholder Commitment) or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany or Parent referred to in Section 7.1(a)); provided, provided that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to resulted in the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated (upon notice from the terminating party to the other parties) and the transactions contemplated hereby Merger may be abandoned (i) by action of the board Board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) by action of the board of directors Directors of either Parent or the Company if (a) the Merger shall not have been consummated by December 31, 1998, provided that the right to terminate this Agreement under -------- this clause (a) shall not be available to any Order party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date, and provided, further, that such -------- ------- date shall be extended to March 31, 1999 in the event that the failure of the Merger to occur on or before December 31, 1998 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c), 8.2(f) or 8.2(j) to be satisfied or waived prior to December 31, 1998, or (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable nonappealable. In addition, this Agreement may be terminated by Parent (whether before or after upon notice from Parent to the approval Company) and the Merger may be abandoned by the stockholders action of the Company); providedBoard of Directors of Parent if any of the Cable Stockholders shall have breached any of its representations, that (A) covenants or obligations under the right to terminate this Voting 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company such breach shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000be curable.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by April 29, 2011, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided, however, that in the event that the Marketing Period has not been completed on or before April 29, 2011, the Termination Date shall be extended to May 30, 2011; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption of this Agreement by the stockholders of the CompanyCompany referred to in Section 7.1(a); ), provided, that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to been the occurrence of primary cause of, or the primary factor that resulted in, the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right consummation of the Merger to terminate this Agreement pursuant to clause (i)(y) above have been satisfied on or prior to February 29, 2000before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the transactions contemplated hereby Merger may be abandoned (i) by action of the board of directors of Parent or the Company if (x) the Tender Offer shall have expired or been terminated in accordance with its terms without at any Common Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Common Shares pursuant time prior to the Tender Offer by December 31, 1999 (the "Termination Date") or (ii) Effective Time by action of the board of directors of either Parent or the Company if (a) the Merger shall not have been consummated by (i) December 31, 2006, or (ii) if the conditions set forth in Section 7.1(b) have not been satisfied by December 31, 2006, but all other conditions set forth in Article VII are capable of being satisfied as of such date, then March 31, 2007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the "TERMINATION DATE"), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, PROVIDED that (A) the right to terminate this Agreement pursuant to clause (i) above this Section 8.2 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 proximately contributed to the occurrence of the failure of the Tender Offer to be consummated and (B) the Company shall not receive a termination fee pursuant to Section 8.5(e) of this Agreement even if otherwise payable pursuant condition to the terms thereof, if it exercises its right to terminate this Agreement pursuant to clause (i)(y) above on or prior to February 29, 2000consummation of the Merger.