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 by action of the Board of Directors of either Parent or the Company if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 31, 1998, whether such date is before or after the approval by the stockholders of the Company 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 or Parent); provided, that the right to terminate this Agreement pursuant to clause (a) or clause (b) 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 Offer, Merger, and other transactions contemplated by this Agreement may be abandoned at any time prior to the Acceptance Time by action of the Board board of Directors directors of either Parent or the Company if if: (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Sub has not accepted Shares pursuant thereto (b) the purchase of Common Shares for payment pursuant to the Tender Offer shall not have been consummated by December 31on or before November 30, 19982012, whether such date is before or after (the approval by the stockholders of the Company or “Termination Date”), (cb) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or the Merger shall become final and non-appealable appealable, or (whether before c) the Offer shall have terminated or after expired in accordance with its terms without Merger Sub’s having purchased any Shares pursuant to the approval by the stockholders of the Company or Parent)Offer; provided, provided that the right to terminate this Agreement pursuant to clause (a) or clause (b) 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 event which gave rise to the Tender Offer or the Merger to be consummatedtermination right under this Section 8.2.

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 board of Directors directors of either Parent or the Company if (a) the Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 31, 19982007, whether such date is before or after the date of approval by the stockholders shareholders of the Company (the “Termination Date”); (b) the approval of this Agreement by the Company’s shareholders required by Section 7.1(a) shall not have occurred 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 or ParentCompany); provided, provided that the right to terminate this Agreement pursuant to clause (a) or clause (b) above this Section 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement and such breach results in any manner that shall have proximately contributed to the occurrence of the failure of the Tender Offer or the Merger to be consummatedconsummated by the Termination Date.

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 Company if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (bi) the purchase of Common Shares pursuant to the Tender Offer Merger shall not have been consummated by December 31June 30, 1998, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders 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 (ciii) 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 or ParentCompany); provided, that the right to terminate this Agreement pursuant to clause (a) or clause (bi) 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 the Board of Directors of either Parent or the Company (i) if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 31, 1998, whether such date is before or after the approval by the stockholders of the Company or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Tender Offer or and/or the Merger shall become final and non-appealable after the parties have used their respective reasonable best efforts to have such Order removed, repealed or overturned (whether before or after the approval by the stockholders shareholders of the Company Company) (ii) if the Offer shall have expired or Parent); terminated without any Shares being purchased therein, provided, however, that the right to terminate this Agreement pursuant to clause (aunder this Section 10.2(ii) or clause (b) 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 in any manner that shall have proximately contributed to has been the occurrence of cause of, or resulted in, the failure of the Tender Offer Merger Sub to purchase Shares in the Offer; or (iii) if the Merger Effective Time shall not occur by June 30, 2000, unless the Effective Time shall not have occurred because of a material breach of this Agreement by the party seeking to be consummatedterminate this Agreement.

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 board of Directors directors of either Parent or the Company if (a) the Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer shall not have been consummated by December 31September 30, 19982006, whether such date is before or after the approval date of the adoption of this Agreement by the stockholders 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 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 Company or Parentreferred to in Section 7.1(a)); provided, provided that the right to terminate this Agreement pursuant to clause (aSection 8.2(a) or clause (b) 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 or consummation of the Merger to be consummatedMerger.

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 Company if if: (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (bi) the purchase of Common Shares pursuant to the Tender Offer Merger shall not have been consummated by December 31, 1998, whether such date is before or after 2001; (ii) the approval by the stockholders of the Company 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 (ciii) 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 or Parent); provided, that the . The right to terminate this Agreement pursuant to clause (ai) or clause (b) above of the immediately preceding sentence 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 by action of the Board of Directors of either Parent or the Company if by action of its board of directors: (a) Merger Subsidiary if the Acceptance Time shall not have terminated occurred on or before the Tender Offer, in accordance with 60th day following the terms of Section 1.4 without purchasing any Common Shares pursuant thereto Cut-off Date (the “Outside Date”); (b) if any Order permanently enjoining, restraining or otherwise prohibiting the purchase of Common Shares pursuant to Offer or the Tender Offer Merger exists and such Order shall not have been consummated by December 31, 1998, whether such date is before or after the approval by the stockholders of the Company become final and nonappealable; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation if the Offer shall have expired without the occurrence of the Tender Offer or the Merger shall become final and non-appealable (whether before or after the approval by the stockholders Acceptance Time as a result of the Company failure of the Minimum Tender Condition and/or one or Parent)more of the other conditions to the Offer set forth in Exhibit A to be satisfied; provided, provided that the right to terminate this Agreement pursuant to clause (a) or clause (b) 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 event which gave rise to the Tender Offer or the Merger to be consummatedtermination right under this Section 8.2.

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 Company Board of Directors or Parent Board of either Parent or the Company Directors if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer Effective Time shall not have been consummated occurred by December 31November 30, 19982007, whether such date is before or after the approval date of the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4 (the “Termination Date”); (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 4.4 shall not have been obtained at the Company Meeting or (c) any Order injunction or similar restraint or order issued or entered by a court of competent jurisdiction 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 or Parentreferred to in Section 4.4); provided, that the right to terminate this Agreement pursuant to clause (a) or clause (b) above this Section 6.2 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 caused the failure of a condition to the Tender Offer or consummation of the Merger to be consummatedMerger.

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 Date by action of the Board of Directors of either Parent or the Company if (a) Merger Subsidiary shall have terminated the Tender Offer, in accordance with the terms of Section 1.4 without purchasing any Common Shares pursuant thereto (b) the purchase of Common Shares pursuant to the Tender Offer Transaction shall not have been consummated completed by December 31, 1998the Drop Dead Date, whether such date is before or after the date of approval by the stockholders Company Securityholders (the "Termination Date"); (b) the approval of the Company Securityholders required by Section 7.01(c) 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 Transaction shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent)appealable; provided, that the right to terminate this Agreement pursuant to clause (a) or clause (b) 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 caused the occurrence of the failure of the Tender Offer Transaction to be consummated or the Merger stockholder approval to be consummatedobtained.