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 Merger may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval referred to in

Termination by Either Parent 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 the Board of Directors of either Parent or the board of directors of the Company if if: (i) the Merger shall not have been consummated by February 1July 15, 2000, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to or Parent (the "Termination Date"); provided that the Termination Date shall be automatically extended for nine months (the "Extended Date") if, on July 15, 2000: (x) any of the Governmental Consents described in Section 8.1(a); provided7.1(c) have not been obtained or waived, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division (y) each of the United States Department of Justice pursuant other conditions to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to consummation of the Merger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, and (collectively, "Foreign Merger Laws"), then such date shall be extended to z) any Governmental Consent that has not yet been obtained is being pursued diligently and in good faith; (ii) the 30th day following certification by Parent and/or approval of the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in 's shareholders required by Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate ; (iii) the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or approval of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby Parent's shareholders as required by Section 7.3(a), 7.1(a) shall not have been obtained at a meeting duly convened therefor; (iiiiv) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to inby the shareholders of the Company or Parent); or (v) on or after the Regulatory Termination Date (as defined below) the Board of Directors of Parent or of the Company

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (i) by action of Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 1September 30, 20001999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); (provided, however, that if a request for additional information is received from the United States Federal Trade Commission all conditions to Closing have been satisfied or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act waived on or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrustbefore September 30, competition1999, foreign investmentother than obtaining all Governmental Consents, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended past September 30, 1999 for up to three additional one-month periods at the 30th day following certification by request of either Parent and/or or the Company, as applicable, that Parent and/or ) (the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000"Termination Date"), (xxii) xxx by action of the board of directors of Parent if the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Common Stock Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however(iii) by action of the board of directors of the Company at any time if, that Parent shall not be permitted to terminate at a meeting duly convened therefor or at any adjournment or postponement thereof, the Agreement pursuant to this clause (ii) if Parent or Merger Sub Company Common Stock Requisite Vote shall not have voted all Shares then owned beneficially been obtained and Section 8.3(a) is not applicable, or (iv) by action of record by them in favor the board of approval and adoption directors of this Agreement, either Parent or the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) 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 referred by the stockholders of the Company); provided, that the right to interminate 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 or the Merger to be consummated.

Termination by Either Parent 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 Parent or the board of directors of Company (acting through the Company Special Committee, if then in existence) if (ia) the Merger shall not have been consummated by February 1November 30, 20002007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission Parent or the Antitrust Division of the United States Department of Justice pursuant Company determines that additional time is necessary in order to the HSR Act forestall any action to restrain, enjoin or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to prohibit the Merger (collectivelyby any Governmental Entity, "Foreign Merger Laws"), then such date shall the Termination Date may be extended to a date not beyond February 29, 2008 (the 30th day following certification by "Termination Date") if either Parent and/or or the CompanyCompany notifies the other party in writing on or prior to November 30, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 00002007, (xxb) xxx the adoption of this Agreement by the stockholders of the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at the Stockholders Meeting or at any adjournment or postponement thereof, provided however(c) the board of directors of the Company (upon the recommendation of the Special Committee, that Parent if then in existence) or the Special Committee shall not be permitted to terminate the Agreement pursuant to this clause have made a Change of Recommendation or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiid) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to inin Section 7.1(a)); provided 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 a condition to the consummation of the Merger.

Termination by Either Parent 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 the Board of Directors of either Parent or the board of directors of the Company if (i) whether or not the approval by the shareholders of the Company referred to in Section 7.1(a) shall have occurred, the Merger shall not have been consummated by February 1, 2000, whether such date is before or after within 240 days from the date of approval by this Agreement (the stockholders of the Company referred to in Section 8.1(a"Termination Date"); provided, however, that either Parent or the Company shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 125 days if a request for additional information is received the sole reason that the Merger has not been consummated within 240 days from the United States Federal Trade Commission date of this Agreement is that either (A) the condition set forth in Section 7.1(c) has not been satisfied due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Antitrust Division Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the United States Department of Justice pursuant relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings or (B) the HSR Act or additional information is requested by a governmental authority condition set forth in Section 7.1(d) has not been satisfied; (a "Foreign Authority"ii) pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Shareholders Meeting shall have been convened, held and completed and the approval referred to in adoption of this Agreement by the Company's shareholders required by Section 8.1(a7.1(a) shall not have been obtained thereat occurred; or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the adoption or approval referred by the shareholders of the Company); provided, that the right to interminate 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 failure of the Merger to be consummated.

Termination by Either Parent 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 Parent or the board of directors of either Parent or the Company if (ia) the Merger shall not have been consummated by February 1October 5, 20001998, whether such date is before or after the date of approval by the stockholders of the Company referred to or Parent (the "Termination Date"); provided that the Termination Date shall automatically be extended for six months if, on October 5, 1998: (i) any of the conditions set forth in Section 8.1(a); provided7.1(c) has not been satisfied or waived, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division (ii) each of the United States Department of Justice pursuant other conditions to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to consummation of the Merger set forth in Article VII has been satisfied or waived or can readily be satisfied, and (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, iii) any Governmental Consent that Parent and/or the Company, as applicable, have substantially complied with such request, but has not yet been obtained is being pursued diligently and in any event not later than Marcx 0, 0000good faith, (xxb) xxx Company Stockholders Meeting any Governmental Consents shall have been convened, held and completed and made or obtained by Final Orders which contain terms or conditions that would cause the approval referred to condition set forth in Section 8.1(a7.1(c) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not to be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a)satisfied, (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall have become final and non-appealable (appealable, whether before or after the approval referred by the stockholders of the Company or Parent, (d) the Company Requisite Vote shall not have been obtained at the duly held Stockholders Meeting, including any adjournments thereof, or (e) the Parent Requisite Vote shall not have been obtained at the duly held Parent Stockholders Meeting, including any adjournments thereof; provided that the right to interminate this Agreement pursuant to clause (a), (b), (d) or (e) 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 Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (i) by action of the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1September 30, 20001998, whether such date is before or after the date of approval by the stockholders shareholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTERMINATION DATE"), then such date shall be extended to (ii) by action of the 30th day following certification by Parent and/or Board of Directors of Parent, if the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Requisite Vote shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however(iii) by action of the Board of Directors of the Company, that Parent shall not be permitted to terminate if the Agreement pursuant to this clause (ii) if Parent or Merger Sub Company Requisite Vote shall not have voted all Shares then owned beneficially been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at the time of record such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its shareholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (iv) by them in favor action of approval and adoption the Board of this Agreement, Directors of either Parent or the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) Company if any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred by the stockholders of the Company or Parent); provided, that the right to interminate 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 Merger to be consummated.

Termination by Either Parent 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 Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by February 1March 15, 20002008, whether such date is before or after the date of approval of this Agreement by the stockholders shareholders of the Company referred to in Section 8.1(a7.1(a) (the “Termination Date”), provided that, if on March 15, 2008 the conditions to Closing shall not have been fulfilled but remain capable of fulfillment then either of Parent (in the event such failure of the conditions to be satisfied relates to a change in Law after the date hereof) or the Company may, by written notice to the other, extend the termination date from March 15, 2008 to June 15, 2008 (which shall then be the “Termination Date”); provided, howeverfurther, that (x) if a request for additional information is received from the United States Federal Trade Commission Marketing Period has commenced on or before any such Termination Date, but not ended on or before any such Termination Date, such Termination Date shall automatically be extended by one month and (y) the Antitrust Division Termination Date shall not occur sooner than three business days after the final day of the United States Department Marketing Period; provided, further, that in no event shall the Termination Date be later than July 10, 2008 (which extended date (as ultimately extended in the case of Justice more than one extension) shall then be the “Termination Date”), provided that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the HSR Act cause of or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to resulted in the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to failure of the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to occur on or before the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000Termination Date, (xxb) xxx the adoption of this Agreement by the shareholders of the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at the Shareholders Meeting or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause thereof or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining enjoining, rendering illegal or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval of this Agreement by the shareholders of the Company referred to inin Section 7.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if if: (ia) the Merger shall not have been consummated by February 1March 31, 20001999, whether provided that the right to terminate this Agreement under this clause (a) shall not be available to any 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 in the event that the failure of the Merger to occur on or before March 31, 1999 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) or 8.2(e) to be satisfied or waived prior to March 31, 1999, either Parent or the Company may extend such date is before to June 30, 1999 and, if such conditions have not been satisfied or after waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of approval being satisfied by the stockholders such date), (b) any court of the Company referred to competent jurisdiction in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of Governmental Body in the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convenedissued an order, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat decree or at ruling or taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer Merger and such order, decree, ruling or the Merger other action shall have become final and non-appealable nonappealable, (whether before c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or after prior to March 31, 1999, or (d) this Agreement and the approval referred transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or prior to inMarch 31, 1999. In addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Stockholders shall have breached any of their representations, covenants or obligations under the Voting Agreement in any material respect and such breach shall not be curable.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if if: (ia) the Merger shall not have been consummated by February 1March 31, 20001999, whether provided that the right to terminate this Agreement under this clause (a) shall not be available to any 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 in the event that the failure of the Merger to occur on or before March 31, 1999 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) or 8.2(e) to be satisfied or waived prior to March 31, 1999, either Parent or the Company may extend such date is before to June 30, 1999 and, if such conditions have not been satisfied or after waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of approval being satisfied by the stockholders such date), (b) any court of the Company referred to competent jurisdiction in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of Governmental Body in the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convenedissued an order, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat decree or at ruling or taken any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order other action permanently restraining, enjoining or otherwise prohibiting the Offer Merger and such order, decree, ruling or the Merger other action shall have become final and non-appealable nonappealable, (whether before c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or after prior to March 31, 1999, or (d) this Agreement and the approval referred transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or prior to inMarch 31, 1999. In 72 addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Stockholders shall have breached any of their representations, covenants or obligations under the Voting Agreement in any material respect and such breach shall not be curable.

Termination by Either Parent 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 Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000, whether such date is before or after the date any court of approval by the stockholders of the Company referred to competent jurisdiction in Section 8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act some other governmental body or additional information is requested by a governmental regulatory authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any issued an Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger and such Order shall have become final and non-appealable appealable, (whether ii) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held at which a quorum was present or any adjournment thereto; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) (A) shall not be available to the Company if the Company has breached the provisions of Section 6.2, and (B) shall be subject to the Company’s obligation to make the Special Termination Payment described in Section 8.5(c) immediately upon such termination, as well as to pay Reimbursable Expenses pursuant to Section 8.5(d) and any other amounts determined to be payable under Section 8.5(c) as and when due, or (iii) the Effective Time shall not have occurred on or before or after October 31, 2006 (the “Termination Date”); provided, that (A) the right to terminate this Agreement pursuant to this Section 8.2(iii) shall not be available to any party whose failure to fulfill any of its obligations under this Agreement results in such failure to close, and (B) the Termination Date for any termination by the Company pursuant to this Section 8.2(iii) shall be extended by the number of days in excess of thirty (30) days that is required to obtain final SEC approval referred of the Proxy Statement (measured from the date of the first filing of the preliminary Proxy Statement with the SEC until the date the Proxy Statement is mailed to inthe shareholders of the Company).

Termination by Either Parent 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 the Board of Directors of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1, 2000the Termination Date (as defined below), whether such date is before or after the date of approval approvals by the stockholders of the Company referred to in or Parent; (ii) the approval of the Company's stockholders required by Section 8.1(a)7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that if a request for additional information is received from an Acquisition Proposal has been made by any Person prior to the United States Federal Trade Commission or time of such vote, the Antitrust Division of the United States Department of Justice Company may not terminate this Agreement pursuant to this clause (ii) until a date that is not less than 90 days after the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then date of such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000vote, (xxiii) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in of Parent's shareholders as required by Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiiiv) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred by the stockholders of the Company or Parent); provided, that the right to interminate 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 Merger to be consummated. For purposes hereof, the "Termination Date" shall mean December 31, 1998, provided, however, that on or after December 15, 1998, either Parent or the Company shall have the right to extend this date until March 31, 1999 in order to obtain all of the Governmental Consents.

Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Amalgamation and the Sub Amalgamation may be abandoned at any time prior to the Effective Time by action of Parent or the board of directors of either Parent or the Company if (ia) the Merger Amalgamation or the Sub Amalgamation shall not have been consummated by February 1January 31, 20002005, whether such date is before or after the date of approval by the stockholders of on which the Company referred to in Section 8.1(a)Shareholder Approval is received; provided, however, that if a request for additional information is received in the event that, as of January 31, 2005, the condition set forth in either Section 4.1(b) has not been satisfied, the Termination Date may be extended from the United States Federal Trade Commission time to time by either Parent or the Antitrust Division of Company one or more times to a date not beyond July 31, 2005 (January 31, 2005, or, if extended, such later date, the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"“Termination Date”), then such date shall be extended to (b) the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000, (xx) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) Shareholder Approval shall not have been obtained thereat at the Shareholders Meeting after a vote thereon has been taken, or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer Amalgamation or the Merger Sub Amalgamation shall become final and non-appealable (whether before or after the approval referred receipt of the Company Shareholder Approval); provided, that the right to interminate this Agreement pursuant to clause (a) above shall not be available to any party that has breached in any material respect its obligations under this Agreement, the Amalgamation Agreement or the Sub Amalgamation Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Amalgamation or Sub Amalgamation to be consummated.

Termination by Either Parent 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 Parent or the board of directors of either the Company or Parent (and written notice to the other party) if (ia) the Merger shall not have been consummated by February 1August 31, 2000, 2001 whether such date is before or after the date of approval by the stockholders holders of Shares of the Company referred to in Section 8.1(a(the "Termination Date"); provided, however, that if a request the Termination Date shall be automatically extended for additional information is received from two (2) months (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsExtended Date"), then such date shall be extended if, on August 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 30th day following certification by Parent and/or consummation of the CompanyMerger set forth in Article VII has been satisfied or waived or remains capable of satisfaction, as applicable, and (iii) any Governmental Consent that Parent and/or the Company, as applicable, have substantially complied with such request, but has not yet been obtained is being pursued diligently and in any event not later than Marcx 0, 0000, good faith; (xxb) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in of the holders of shares of Common Stock required by Section 8.1(a7.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause ; (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiic) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred by the shareholders of the Company); or (d) any Law is in effect or is adopted or issued which has the effect of prohibiting the Spin-Off or the Merger; provided further, however, that the right to interminate this Agreement pursuant to clause (a) 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 Merger to be consummated.

Termination by Either Parent 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 Parent or the board of directors of Company (acting through the Company Special Committee, if then in existence) if (ia) the Merger shall not have been consummated by February 1November 30, 20002007, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission Parent or the Antitrust Division of the United States Department of Justice pursuant Company determines that additional time is necessary in order to the HSR Act forestall any action to restrain, enjoin or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to prohibit the Merger (collectivelyby any Governmental Entity, "Foreign Merger Laws"), then such date shall the Termination Date may be extended to a date not beyond February 29, 2008 (the 30th day following certification by “Termination Date”) if either Parent and/or or the CompanyCompany notifies the other party in writing on or prior to November 30, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 00002007, (xxb) xxx the adoption of this Agreement by the stockholders of the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a7.1(a) shall not have been obtained thereat at the Stockholders Meeting or at any adjournment or postponement thereof, provided however(c) the board of directors of the Company (upon the recommendation of the Special Committee, that Parent if then in existence) or the Special Committee shall not be permitted to terminate the Agreement pursuant to this clause have made a Change of Recommendation or (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiid) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company referred to inin Section 7.1(a)); provided 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 a condition to the consummation of the Merger.

Termination by Either Parent 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 the Board of Directors of either Parent or the board of directors of the Company if (ia) the Merger shall not have been consummated by February 1March 31, 20002001, whether such date is before or after the date of approval by the stockholders receipt of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from Requisite Vote and/or the United States Federal Trade Commission or Parent Requisite Vote (the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination ----------- Date"), then such date shall be extended to (b) the 30th day following certification by Parent and/or approval of the Company, as applicable, that Parent and/or the Company, as applicable, 's stockholders required by Section ---- 8.1(a) shall not have substantially complied with such request, but in been obtained at a meeting duly convened therefor or at any event not later than Marcx 0, 0000adjournment or postponement thereof, (xxc) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in of Parent's stockholders as required by Section 8.1(a) shall not have been obtained thereat at a meeting duly convened therefor or at any postponement or adjournment thereof or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iiid) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of 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 referred by the stockholders of the Company); provided, that the right to interminate this Agreement 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 Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating parties to the other parties) and the Merger may be abandoned at any time prior to the Effective Time by action of either Parent or the board of directors of the Company if (i) the Merger shall not have been consummated by February 1January 15, 20002003, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a); provided, however, that if a request for additional information is received from (the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger LawsTermination Date"), then provided, that the right to terminate this Agreement pursuant to this clause (i) shall not be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure of the Merger to be consummated by the Termination Date, and provided, further, that in the event that the failure of the Merger to occur on or before January 15, 2003 is the result of the failure of the conditions set forth in Sections 7.1(a), 7.1(b), 7.1(c) or 7.2(g) to be satisfied or waived prior to January 15, 2003, either Parent or the Company may extend such date shall be extended to February 15, 2003 (so long as the 30th day following certification party extending such date believes in good faith that such conditions are capable of being satisfied by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0, 0000date), (xxii) xxx Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(aof (A) the Merger Proposal by the stockholders of the Company shall not have been obtained thereat at the Company Special Meeting or at any duly held adjournment or postponement thereof, provided however, that or (B) the Issuance by the stockholders of Parent shall not be permitted have been obtained at the Parent Special Meeting or any duly held adjournment or postponement thereof, provided, that the right to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially be available to any party whose failure to fulfill any obligation under this Agreement proximately contributed to the failure to obtain such approval of the stockholders, or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order order, decree or ruling permanently restraining, enjoining or otherwise prohibiting the Offer or consummation of the Merger shall become final and non-appealable (whether before or after the approval referred to inby the stockholders of the Company).

Termination by Either Parent 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 Parent or the board of directors of either Parent or the Company if (i) the Merger shall not have been consummated by February 1November 30, 20001999, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 8.1(a7.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following certification by Parent and/or the Company, as applicable, that Parent and/or the Company, as applicable, have substantially complied with such request, but in any event not later than Marcx 0January 31, 00002000, (xxii) xxx Company the Stockholders Meeting shall have been convened, held and completed convened and the approval adoption referred to in Section 8.1(a7.1(a) shall not have been obtained thereat or at any adjournment or postponement thereof, provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (iii) any Order permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger shall become final and non-appealable (whether before or after the approval adoption referred to in Section 7.1(a)); 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 been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 8.2 and, provided, further, that the right to terminate this Agreement pursuant to clause (iii) above shall not be available to any party that has breached its covenant to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be lifted.