Common use of Termination by Parent Clause in Contracts

Termination by Parent. 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 Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. 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 Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (fiii) at any time after the end of ten (10) 10 business days following receipt of an Acquisition Proposal, the Company Company’s board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) 10 business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, or (hv) the Company shall have materially breached any of its obligations under Section 6.2; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this AgreementAgreement (other than Section 6.2), or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. 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 Effective Acceptance Time by action of the board of directors of Parent if if: (a) the board of directors of the Company Board shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five three (53) business days) days after receipt of any written request to do so from Parent), (gc) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate affiliate of Parent) and and, prior to the board earlier of directors (i) the date prior to the date of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten Stockholders Meeting and (10ii) eleven (11) business days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board of directors fails shall have failed to recommend unequivocally against acceptance of such offer, (hd) there is pending any Transaction Proceeding that seeks (i) any damages and/or (i) any costs and disbursements (including attorneys’ and experts’ fees and expenses), in excess of $1,000,000 in the aggregate or that, if decided against the Company, would reasonably be expected to have a Material Adverse Effect (a “Material Transaction Proceeding”), (e) the Offer is terminated or expires without the Minimum Tender Conditions having been satisfied or (f) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, Agreement or any such representation and or warranty shall have become untrue after or incorrect on any date subsequent to the date of this Agreementhereof which would reasonably be expected to have a Material Adverse Effect , in any such case in a manner that Section 7.2(a) or 7.2(b) would will cause any Tender Offer Condition not to be satisfied at any scheduled Expiration Time, and such breach or condition failure to be true or correct either is not curable or, if curable, is has not been cured prior to the earlier of (A) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of Parent at any time prior to the Effective Time by action of the board of directors of Parent if (a) the board Board of directors Directors of the Company takes any action contemplated by clause (D) or (E) of Section 7.2, (b) the Board of Directors of the Company shall have made a Change of Recommendationwithdrawn or materially and adversely modified or, (b) the Company upon reasonable request from Parent or Merger Sub, shall have failed fail to take a vote of shareholders on approval reaffirm, its adoption of this Agreement within twenty-one or its recommendation that the stockholders of the Company approve this Agreement (21) days following it being understood, however, that for all purposes of this Agreement, and without limitation, the date on which fact that the Proxy Statement is mailed to shareholders Company, in compliance with this Agreement, has supplied any Person with information regarding the Company or has entered into discussions or negotiations with such Person as permitted by this Agreement, or the disclosure of such facts, shall not be deemed a withdrawal or modification of the Company’s Board of Directors’ recommendation of the Merger or this Agreement), (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for that, if successful, would result in any Person or “group” becoming a “beneficial owner” (such terms having the meaning in this Agreement as is ascribed under Regulation 13D under the Exchange Act) of thirty percent (30%) or more of the outstanding Shares shall have been publicly disclosed shares of Company Common Stock is commenced (other than by Parent or an Affiliate affiliate of Parent) and the board Board of directors Directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hd) for any reason the Company fails to call or hold the Company Stockholders Meeting within six months of the date hereof (provided that if the F-4 Registration Statement shall not have become effective for purposes of the Securities Act by a date that is within four months of the date hereof, then such six month date shall be extended by such number of days equal to the date from the end of such four month period until the effective date of such F-4 Registration Statement); provided, that Parent’s right to terminate this Agreement pursuant to this clause (d) shall not be available to Parent if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Company Stockholders Meeting to be called or held; provided further that this right to terminate shall not be available to Parent if as of the time this right to terminate would otherwise accrue, the Company’s right to terminate this Agreement has accrued and remains in force as of such time under another provision hereof or (e) there has been a material breach by the Company of any material representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that the condition in Section 7.2(a8.2(a) or 7.2(b) Section 8.2(b), as the case may be, would not be satisfied and such breach or condition that is not curable or, if curable, is not cured prior to the earlier of within twenty (A20) 30 days after written notice thereof of such breach is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. 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 Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval the Merger in the time contemplated by the Agreement, and, in any event, prior to the Termination Date (unless such failure is due to a permanent injunction of this Agreement within twentya Governmental Entity that is final and non-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Companyappealable), (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding shares of Company Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) ), and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days at any time after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act, the Company board of directors of the Company makes a statement with respect to such offer pursuant to Rule 14d-9 of the Exchange Act (other than Rule 14d-9(f) of the Exchange Act) (it being understood that a “stop, look and listen” statement made pursuant to Rule 14d-9(f) of the Exchange Act shall not be deemed a Change of Recommendation) and fails to recommend unequivocally against acceptance that shareholders of the Company not tender any of their shares into such offer, offer or (hd) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or Section 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ax) 30 calendar days after written notice thereof is given by Parent to the Company or and (By) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and by action of the Merger may be abandoned Board of Directors of Parent, at any time prior to the Effective Time by action of the board of directors of Parent Time, before or after Company Stockholder Approval, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within twenty-one thirty (2130) days following of delivery to the date on which the Proxy Statement is mailed to shareholders Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, (c) (i) the Board of Directors of the Parent authorizes the Parent, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal with respect to the Parent and the Parent notifies Company or its board in writing in accordance with Section 6.4 that it intends to enter into such an agreement, attaching the most current version of directors such agreement (or any committee a description of all material terms and conditions thereof) to such notice and (ii) the Parent upon such termination pursuant to this clause (c) pays to Company in immediately available funds the fees required to be paid pursuant to Section 9.5 or (d) a Company Triggering Event (as defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (xa) publicly approved or recommended, or there shall have proposed to approve or recommend any Acquisition Proposal or occurred a Change in Company Recommendation; (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (db) the Company shall have failed to include in the Proxy Statement Statement/Prospectus the recommendation of the Board of Directors of the Company Recommendation, in favor of the adoption and approval of the Agreement and the approval of the Merger; (ec) the Board of Directors of the Company or any of its Subsidiaries or their respective Representatives committee thereof shall have breached in approved or recommended any material Superior Proposal with respect any of their obligations under Section 6.2, to the Company; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orrelating to more than 5% of the issued and outstanding securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days Business Days after such tender or exchange offer is first published, sent or given, a statement disclosing that the commencement Company recommends rejection of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date, whether or not the Parent Stockholder Approval has been obtained, by action of the board of directors of Parent Parent, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a material breach of any representation, warranty, covenant or agreement made by the Company of any representation or warranty contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition Agreement which is not curable or, if curable, is not cured prior to the earlier of (A) 30 within 15 calendar days after written notice thereof of such breach is given by Parent to the Company and such breach had or could reasonably be likely to have a Company Material Adverse Effect, (Bb) two business there has been a material breach of any of the covenants set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within 15 calendar days prior after written notice of such breach is given by Parent to the Termination DateCompany, (c) the Board of Directors or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and any committee thereof of the Company shall have (i) withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the Offer or the Merger or failed to waive irrevocably reconfirm its approval or recommendation within five Business Days after a written request from Parent to do so, or (ii) approved or recommended, or proposed publicly to approve or recommend, a third-party Company Takeover Proposal to the condition set forth Stockholders, or (iii) authorized or caused the Company to enter into a Company Acquisition Agreement, or (iv) resolved to take any of the foregoing actions, (d) the Company or any of its officers, directors, employees, representatives or agents shall have taken any of the actions proscribed by Section 5.2 in Section 7.3(ca manner that constitutes a material breach thereof, or (e) within the seventy-two (72) hour period referred to in Section 6.12(c)Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting.

Termination by Parent. This Unless the Offer shall have been consummated, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by holders of Shares, by action of the board Board of directors Directors of Parent Parent, if (ax) the board of directors of the Company shall have made a Change of Recommendation, (bi) the Company shall have breached or failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached perform in any material respect any of their obligations under Section 6.2its covenants or agreements hereunder (other than any immaterial covenants or agreements) or (ii) a representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall thereafter become inaccurate, except for such inaccuracies which, when taken together (fin each case without regard to any qualification as to materiality or a Material Adverse Effect contained in the applicable representations and warranties) at would not reasonably be likely to have a Material Adverse Effect, and, with respect to any time such breach, failure to perform or inaccuracy that can be remedied, the breach, failure or inaccuracy is not remedied within 15 business days after the end giving of ten written notice of such breach, failure or inaccuracy to the Company; or (10y) business days following receipt the Board of an Acquisition Proposal, Directors of the Company board of directors shall have failed withdrawn or modified in any manner adverse to reaffirm Parent or Merger Sub its approval or recommendation of the Offer, this Agreement and or the Merger as promptly as practicable (but in or shall have adopted or recommended any event within five (5) business days) after receipt Acquisition Proposal, or the Board of any written Directors of the Company, upon request to do so from by Parent, (g) a tender offer shall fail to reaffirm such approval or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, recommendation within ten (10) 10 business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreementrequest if an Acquisition Proposal is pending, or any such representation and warranty shall have become untrue after resolved to do any of the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)foregoing.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by Parent at any time prior to the Effective Time by action of the board of directors of Parent Time, if (a) the board Company has breached any of directors its representations and warranties contained in this Agreement so that the closing conditions set forth in Section 7.2(a) cannot be satisfied, except for any breach that is capable of being and is cured (other than by mere disclosure of the breach) within 20 days after written notice from the Purchaser to the Company shall have made a Change of Recommendation, such breach; (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have has breached in any material respect any of their obligations under Section 6.2its covenants made in this Agreement, (f) at except for any time breach that is capable of being and is cured within 20 days after written notice from the end of ten (10) business days following receipt of an Acquisition Proposal, Purchaser to the Company board of directors such breach; (c) the Board shall have failed to reaffirm (i) withdrawn its recommendation or approval or recommendation in respect of this Agreement and or the Merger, (ii) modified its recommendation or approval in respect of this Agreement or the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request a manner adverse to do so from Parent, (giii) a tender offer failed to recommend to shareholders of the Company that they approve the Merger, or exchange offer for outstanding Shares (iv) failed, at the written request of Parent, to publicly reaffirm within five Business Days after the request, its recommendation or approval in respect of this Agreement or the Merger, which public reaffirmation must also include, if requested by Parent, the unconditional rejection of any other Acquisition Transaction; (d) the Board shall have been publicly disclosed (recommended any proposal other than by Parent or the Purchaser in respect of an Affiliate Acquisition Transaction; or (e) any court of Parentcompetent jurisdiction in the United States or other Governmental Authority in the United States shall have issued a judgment, decree or order that is final and nonappealable and in the reasonable judgment of Parent (A) has the effect of prohibiting the Merger, (B) individually or in the aggregate has had, or is reasonably likely to have, a Company Material Adverse Effect, or (C) prohibits or limits Parent from exercising all material rights and the board of directors privileges pertaining to its ownership of the Company recommends that Surviving Corporation or the shareholders ownership or operation by Parent or any of its subsidiaries of all or a material portion of the Company tender their shares in such tender business or exchange offer orassets of Parent or any of its subsidiaries, within ten or compels Parent or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Parent or any of its subsidiaries (10) business days after including the commencement of such tender Surviving Corporation and its subsidiaries), or exchange offerimposes any materially burdensome conditions or restrictions on Parent, the Company board or their subsidiaries, as a result of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant the Merger or agreement made the transactions contemplated by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. 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 Parent if (aa)(i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (ciii) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted of the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable within 48 hours after the later of (but in any event within five (5A) the fifteenth business days) after day following the receipt of any written an Acquisition Proposal, if the Company has received Parent's request therefor on or prior to do so from such fifteenth business day, or (B) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and (A) the Company board of directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, or (B) the Company board of directors fails to recommend unequivocally against acceptance of such offertender offer or exchange offer within 48 hours after the later of (x) the fifteenth business day following such public disclosure, if the Company has received Parent's request therefor on or prior to such fifteenth business day, or (hy) the time when the Company receives Parent's request therefor, if the Company has not received such request on or prior to such fifteenth business day; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)Company.

Termination by Parent. This Agreement may be terminated and by action of the Merger may be abandoned Board of Directors of Parent, at any time prior to the Effective Time Time, before or after the approval by action the stockholders of the board of directors of Parent Company, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within twenty-one thirty (2130) days following of delivery to the date on which the Proxy Statement is mailed to shareholders Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) the a Company or its board of directors Triggering Event (or any committee thereofas defined below) shall have occurred. For the purposes of this Agreement, a "COMPANY TRIGGERING EVENT" shall be deemed to have occurred if: (xa) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Board of Directors of the Company or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its recommendation in favor of, the adoption and approval of its Subsidiaries to enter into an Alternative Acquisition Agreement, the Agreement or the approval of the Merger; (db) the Company shall have failed to include in the Proxy Statement Statement/Prospectus the recommendation of the Board of Directors of the Company Recommendation, in favor of the adoption and approval of the Agreement and the approval of the Merger; (ec) the Board of Directors of the Company or any of its Subsidiaries or their respective Representatives committee thereof shall have breached in approved or recommended any material Superior Proposal with respect any of their obligations under Section 6.2, to the Company; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orrelating to securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the commencement Company recommends rejection of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. 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 Parent if (a) (i) the board of directors of the Company shall have made a Change of Recommendation, (bii) the Company shall have -42- Made a Change of Recommendation, (ii) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (fiii) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business daysBusiness Days) after receipt of any written request to do so from Parent, or (giv) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, ; (hb) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company; or (c) if the Company or any of the other Persons described in Section 6.2 as a Representative of the Company shall take any of the actions that would be proscribed by Section 6.2 but for the proviso therein allowing certain actions to be taken pursuant to clause (A), (B) two business days prior to the Termination Date, or (iC) Parent delivers to of the Company a notice in accordance with Section 6.12(c) advising proviso under the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition conditions set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)therein.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, by Parent, (a) by action of its Board of Directors (approved by the board of directors of Parent Special Committee), if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue or incorrect after the date execution of this Agreement, such that (i) the condition set forth in either Section 7.2(a8.2(a) or 7.2(b8.2(c) would not be satisfied and (ii) such breach or condition is failure to be true and correct cannot curable or, if curable, is not be cured by the Termination Date; (b) at any time prior to obtaining the earlier Parent Stockholder Approval, upon the Board of Directors of Parent (as approved by the Parent Special Committee) resolving to enter into, in accordance with the provisions of this Agreement, including Section 7.4, a definitive agreement containing a Parent Acquisition Proposal; provided, that (i) the Board of Directors of Parent shall not so resolve unless (A) 30 days Parent shall have complied with its obligations under Section 7.4, (B) the Board of Directors of Parent shall have determined in good faith (after written notice thereof consultation with its independent financial advisors and outside counsel) that such Parent Acquisition Proposal constitutes a Superior Proposal and the failure to take such action is given by inconsistent with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Law and (C) prior to terminating this Agreement to enter into an agreement with respect to such Superior Proposal, Parent shall, and shall cause its financial and legal advisors to negotiate with the Company or in good faith (to the extent the Company desires to negotiate) to make such improvements in the terms and conditions of this Agreement so that such Parent Acquisition Proposal ceases to constitute a Superior Proposal, which obligation to negotiate shall expire five Business Days after the date on which Parent commences to negotiate with the Company, (ii) following the Board of Directors of Parent so resolving, Parent shall have so notified the Company and provided to the Company in writing the identity of the Person making, and the final terms and conditions of such Parent Acquisition Proposal, and (iii) Parent shall have the right to enter into such a definitive agreement (a "Permitted Alternative Agreement") so long as (A) the effectiveness of such agreement is conditioned upon the termination of this Agreement pursuant to this Section 9.4 and (B) two business days prior immediately following the execution of such agreement, a copy of such agreement and all related agreements, exhibits, schedules and other documents are delivered to the Termination Date, Company; or (c) if (i) Parent delivers to there has been a breach by the Company a notice in accordance with Section 6.12(c) advising of the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition covenant set forth in Section 7.3(c7.16 of this Agreement or (ii) within the seventyCompany Audited Financial Statements or the companying notes thereof delivered pursuant to Section 7.16 of this Agreement shall contain any change or changes, other than changes to reflect state sales tax liability or the application of push-two (72) hour period referred to down accounting, that, in Section 6.12(c)Parent's reasonable judgment, are material and adverse changes, when taken as a whole, from the Company Financial Statements.

Termination by Parent. This Agreement may be terminated and the Merger Amalgamation and Sub Amalgamation may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent if (a) the board Board of directors Directors of the Company shall have made a Change of Recommendationwithdrawn, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company adversely modified or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm qualified its approval or recommendation of this Agreement and or the Merger as promptly as practicable (but in any event Amalgamation Agreement or failed to reconfirm its recommendation of this Agreement or the Amalgamation Agreement within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails a written request by Parent to recommend unequivocally against acceptance of such offerdo so, (hb) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after as of, and as if made on, any date subsequent to the date of this Agreement, which, in any such that case, would cause any of the conditions in Section 7.2(a4.2(a) or 7.2(b4.2(b) would not to be satisfied (assuming, if applicable, that any such subsequent date was the Closing Date) and such breach or failure of a condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof is given by Parent to the Company (it being understood that, for purposes of this sentence, any willful breach of Section 3.2(a) or (Bthe first sentence of Section 3.2(d) two business days in each case prior to the Termination Date, or (i) Parent delivers to receipt of the Company a notice in accordance with Section 6.12(cShareholder Approval shall be considered uncurable and deemed to cause such conditions not to be satisfied), (c) advising if the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and Board of Directors of the Company shall have failed recommended any Acquisition Proposal (other than this Agreement and the Amalgamation Agreement), or (d) if the Shareholders Meeting shall not have been convened by October 31, 2004, and, if adjourned beyond October 31, not held by November 15, 2004 (provided that if the Shareholders Meeting or the taking of the votes for the Company Shareholder Approval shall have been enjoined by a court of competent jurisdiction prior to waive irrevocably either of such dates (other than as a result of a suit brought after an Acquisition Proposal has been made after the condition set forth date hereof if the Company has taken any action of the types specified in Section 7.3(c3.2(c)(i) within or (ii)), then so long as the seventy-two Company uses its reasonable best efforts to have such injunction lifted or vacated, each of such deadline dates occurring after the entry of such injunction shall be extended by the number of days from the entry of such injunction until the lifting or vacating of such injunction plus the greater of (72x) hour period referred to in Section 6.12(c)five business days and (y) the number of days legally required from the time a notice of meeting is sent until a meeting is held.

Termination by Parent. 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 Parent if at any time prior to the Effective Time if: (a) the board of directors of the Company takes any action contemplated by clause (D) of Section 7.2; (b) the board of directors of the Company shall have made effected a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, ; (c) the Company or its board of directors approves or recommends that the Company’s stockholders tender their shares of Company Common Stock in any tender or exchange offer or the Company or its board of directors fails to send to the Company’s stockholders, within ten Business Days after the commencement of any such tender or exchange offer, a statement that the Company and its board of directors recommends that the Company’s stockholders reject, and do not tender their shares of Company Common Stock in, such tender or exchange offer; (d) prior to consummating or engaging in any committee thereof“business combination” (within the meaning of Section 203 of the DGCL) shall have (x) publicly approved or recommended, other transaction with or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted involving the Company or any of its Subsidiaries Affiliates as a result of, or pursuant to enter into which, any Person becomes or would become an Alternative Acquisition Agreement“interested stockholder” (within the meaning of Section 203 of the DGCL), (d) the board of directors of the Company shall have failed approves such business combination or other transaction such that such Person would not be deemed to include in be an “interested stockholder” under Section 203 of the Proxy Statement the Company Recommendation, DGCL; (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect Affiliates publicly announces the Company’s intention to take any of their obligations under Section 6.2the actions described in the foregoing clauses (a), (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parentb), (gc) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent d); or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hf) there has been a breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that the condition in Section 7.2(a8.2(a) or 7.2(b) Section 8.2(b), as the case may be, would not be satisfied and such breach or condition that is not curable or, if curable, is not cured prior to by the earlier of (Ai) 30 twenty (20) days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior to the Termination Date, ; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.4(f) if Parent is then in material breach of any of its covenants or (i) Parent delivers to the Company a notice agreements contained in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)this Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the adoption, if necessary, by holders of Shares, by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors of the Company shall have made a Change of Recommendation, (bx)(i) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval of the covenants or agreements contained in this Agreement or (ii) a representation or warranty of the Company set forth in this Agreement shall have been inaccurate when made or shall thereafter become inaccurate, except for such inaccuracies which, when taken together (in each case without regard to any qualification as to materiality or a Material Adverse Effect contained in the applicable representations and warranties) would not reasonably be likely to have a Material Adverse Effect, and, with respect to any such breach, failure to perform or inaccuracy that can be remedied, the breach, failure or inaccuracy is not remedied within twenty-one 15 business days after the giving of written notice of such breach, failure or inaccuracy to the Company; (21y) days following the date on which Board of Directors of the Proxy Statement is mailed Company shall have withdrawn or modified in a manner adverse to shareholders Parent or Merger Sub its approval or recommendation of the Offer, this Agreement or the Merger or shall have adopted or recommended any Acquisition Proposal, or the Board of Directors of the Company, (c) the Company upon request by Parent, shall fail to reaffirm such approval or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendedrecommendation within 10 business days after such request if an Acquisition Proposal is pending, or shall have proposed resolved to approve or recommend do any Acquisition Proposal of the foregoing; or (yz) caused or permitted if the Company or any of its Subsidiaries the other persons or entities described in Section 7.2 shall take any actions that would be proscribed by Section 7.2 but for the exception therein allowing certain actions to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their be taken if required by fiduciary obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger applicable law as promptly as practicable (but advised in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than writing by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)counsel.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendednot be true and correct in all material respects, or the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include not be true and correct in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends all respects; provided that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant representation or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ai) 30 10 calendar days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior the Expiration Date; or (b) there has been a material breach or failure to perform of any of the Termination Datecovenants set forth in this Agreement on the part of the Company, or which breach is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent delivers to the Company a notice in accordance with Section 6.12(cand (ii) advising the Company that Expiration Date; or (c) (i) the Aggregate Closing Funded Debt will be less than $600,000,000 and Board of Directors or any committee thereof of the Company shall have (A) failed to waive irrevocably recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the condition set forth Offer or the Merger or (B) approved or recommended, or proposed publicly to approve or recommend, a Company Takeover Proposal to the Stockholders or shall have resolved to do any of the foregoing, or (ii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any person, entity or group (as defined in Section 7.3(c13(d)(3) within of the seventy-two Exchange Act) shall have acquired beneficial ownership of more than 20% of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (72) hour period referred to in Section 6.12(cother than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. 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 Parent if (a) the board of directors of there has been a material breach by the Company shall have made a Change of Recommendationany material covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by Parent to the party committing such breach; (b) the Board of Directors of the Company shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which Merger in the Proxy Statement is mailed to shareholders or shall have withdrawn or modified its recommendation of the Company, Merger; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any Directors of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have approved or recommended to the stockholders of the Company an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have been announced or otherwise publicly known and the Board of Directors of the Company shall have (A) failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any recommend against acceptance of such Alternative Transaction by its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of shareholders within ten (10) business days following receipt of an Acquisition Proposal, delivery of a written request from the Company board of directors shall have Parent for such action or (B) failed to reaffirm reconfirm its approval or and recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby within ten (but in any event within five (510) business days) after receipt days of any delivery of a written request to do so from Parent, the Parent for such action or (ge) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed is commenced (other than by the Parent or an Affiliate of the Parent) and the board Board of directors Directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, 49 within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant offer or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior takes no position with respect to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)acceptance thereof.

Termination by Parent. This Agreement may be terminated and by action of the Merger may be abandoned Board of Directors of Parent, at any time prior to the Effective Time Time, before or after the approval by action the stockholders of the board of directors of Parent Company, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within twenty-one thirty (2130) days following of delivery to the date on which the Proxy Statement is mailed to shareholders Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) the a Company or its board of directors Triggering Event (or any committee thereofas defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (xa) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Board of Directors of the Company or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to Parent its recommendation in favor of, the adoption and approval of its Subsidiaries to enter into an Alternative Acquisition Agreement, the Agreement or the approval of the Merger; (db) the Company shall have failed to include in the Proxy Statement Statement/Prospectus the recommendation of the Board of Directors of the Company Recommendation, in favor of the adoption and approval of the Agreement and the approval of the Merger; (ec) the Board of Directors of the Company or any of its Subsidiaries or their respective Representatives committee thereof shall have breached in approved or recommended any material Superior Proposal with respect any of their obligations under Section 6.2, to the Company; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orrelating to securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its securityholders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the commencement Company recommends rejection of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. 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 Parent if (a) the board of directors of there has been a material breach by the Company shall have made a Change of Recommendationany material covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by Parent to the party committing such breach; (b) the Board of Directors of the Company shall have failed to take a vote of shareholders on recommend approval of this Agreement within twenty-one (21) days following the date on which Merger in the Proxy Statement is mailed to shareholders or shall have withdrawn or modified its recommendation of the Company, Merger; (c) the Company or its board Board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any Directors of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have approved or recommended to the stockholders of the Company an Alternative Transaction (as defined in Section 9.6(d) below); (d) an Alternative Transaction shall have been announced or otherwise publicly known and the Board of Directors of the Company shall have (A) failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any recommend against acceptance of such Alternative Transaction by its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of shareholders within ten (10) business days following receipt of an Acquisition Proposal, delivery of a written request from the Company board of directors shall have Parent for such action or (B) failed to reaffirm reconfirm its approval or and recommendation of this Agreement and the Merger as promptly as practicable transactions contemplated hereby within ten (but in any event within five (510) business days) after receipt days of any delivery of a written request to do so from Parent, the Parent for such action or (ge) a tender offer or exchange offer for 20% or more of the outstanding Shares shall have been publicly disclosed is commenced (other than by the Parent or an Affiliate of the Parent) and the board Board of directors Directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant offer or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior takes no position with respect to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)acceptance thereof.

Termination by Parent. This Agreement may be terminated and by action of the Merger may be abandoned Board of Directors of Parent, at any time prior to the Effective Time by action of the board of directors of Parent Time, before or after Company Stockholder Approval, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within twenty-one thirty (2130) days following of delivery to the date on which the Proxy Statement is mailed to shareholders Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) the a Company or its board of directors Triggering Event (or any committee thereofas defined below) shall have occurred. For the purposes of this Agreement, a "Company Triggering Event" shall be deemed to have occurred if: (xa) publicly approved or recommended, or there shall have proposed to approve or recommend any Acquisition Proposal or occurred a Change in Company Recommendation; (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (db) the Company shall have failed to include in the Joint Proxy Statement Statement/Prospectus the recommendation of the Board of Directors of the Company Recommendation, in favor of the adoption and approval of the Agreement and the approval of the Merger; (ec) the Board of Directors of the Company or any of its Subsidiaries or their respective Representatives committee thereof shall have breached in approved or recommended any material Superior Proposal with respect any of their obligations under Section 6.2, to the Company; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orrelating to securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the commencement Company recommends rejection of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Date, by action of the board Board of directors Directors of Parent and written notice to the Company, if (a) the board Board of directors Directors of the Company shall have made withdrawn or modified in a Change of Recommendation, (b) the Company shall have failed manner adverse to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm Parent its approval or recommendation of this Agreement and or the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed recommended an Alternative Proposal to the Company's stockholders, or (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hb) there has been a material breach of any representation, warranty, covenant or agreement made by the Company of any representation or warranty contained in this Agreement, or (c) there has been a material breach by the Company of any such representation and warranty shall have become untrue after of the date of covenants or agreements set forth in this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such which breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) within 30 days after written notice thereof of such breach is given by Parent to the Company, or (d) a change or changes having the effect specified in Section 10.3(b) shall have occurred. Notwithstanding the foregoing, this Agreement may be terminated by Parent and the Merger may be abandoned (A) at any time prior to May 15, 1998, by action of the Board of Directors of Parent and written notice to the Company, if Parent concludes as a result of Parent's legal, business and financial due diligence review of the Company, that (i) the Company's business, properties, assets, condition (financial or otherwise), liabilities or operations are not satisfactory, or (ii) the Company is in material breach of any representation or warranty made in this Agreement, or (B) during the Fairness Opinion Period if the Company receives a written opinion from the investment bank retained pursuant to Section 9.11 to the effect that the Merger consideration is not fair from a financial point of view to the holders of the Company Common Stock, or within two business days prior to after the Termination Datetermination of the Fairness Opinion Period if the Company shall not have obtained the Fairness Opinion, or (iC) before June 30, 1998 if Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably obtain the condition set forth irrevocable undertaking from holders of a majority of Parent's ordinary shares to vote in Section 7.3(cfavor of the resolutions necessary to effect the Merger and the related financing or (D) within prior to June 30, 1998 if Parent and Sub shall not have obtained a firm commitment from Xxxxx Xxxxxxxxx & Co. Limited and/or other reputable investment banks capable of providing such financing to provide the seventy-two financing required in connection with the transactions contemplated hereby for the payment of all amounts due hereunder or related hereto (72including fees and expenses of its financial advisors and legal counsel) hour period referred on terms satisfactory to Parent in Section 6.12(c)its sole discretion.

Termination by Parent. 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 Parent if at any time prior to the Effective Time if: (a) the board of directors of the Company takes any action contemplated by clause (D) of Section 7.2; (b) the board of directors of the Company shall have made effected a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, ; (c) the Company or its board of directors approves or recommends that the Company's stockholders tender their shares of Company Common Stock in any tender or exchange offer or the Company or its board of directors fails to send to the Company's stockholders, within ten Business Days after the commencement of any such tender or exchange offer, a statement that the Company and its board of directors recommends that the Company's stockholders reject, and do not tender their shares of Company Common Stock in, such tender or exchange offer; (d) prior to consummating or engaging in any committee thereof"business combination" (within the meaning of Section 203 of the DGCL) shall have (x) publicly approved or recommended, other transaction with or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted involving the Company or any of its Subsidiaries Affiliates as a result of, or pursuant to enter into which, any Person becomes or would become an Alternative Acquisition Agreement"interested stockholder" (within the meaning of Section 203 of the DGCL), (d) the board of directors of the Company shall have failed approves such business combination or other transaction such that such Person would not be deemed to include in be an "interested stockholder" under Section 203 of the Proxy Statement the Company Recommendation, DGCL; (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect Affiliates publicly announces the Company's intention to take any of their obligations under Section 6.2the actions described in the foregoing clauses (a), (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parentb), (gc) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent d); or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (hf) there has been a breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, Agreement such that the condition in Section 7.2(a8.2(a) or 7.2(b) Section 8.2(b), as the case may be, would not be satisfied and such breach or condition that is not curable or, if curable, is not cured prior to by the earlier of (Ai) 30 twenty (20) days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior to the Termination Date, ; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.4(f) if Parent is then in material breach of any of its covenants or (i) Parent delivers to the Company a notice agreements contained in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c)this Agreement.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Barnxxxxx Xxxective Time, before or after any approval by the stockholders of Parent referred to in Section 9.1(a)(iii), by action of the board Board of directors Directors of Parent if Parent, if: (a) (i) there has been a breach by Barnxxxxx xx any representation, warranty, covenant or agreement set forth in this Agreement or if any representation or warranty of Barnxxxxx xxxll have become untrue, in either case such that the board conditions set forth in Section 9.4(b) would not be satisfied and (ii) such breach is not curable, or, if curable, is not cured within 30 days after written notice of directors such breach is given by Parent to Barnxxxxx; xx (b) (i) there has been a breach by the Company of any representation or warranty contained in this Agreement or if any representation or warranty of the Company shall have made a Change become untrue, in either case such that the conditions set forth in Section 9.4(a) would not be satisfied and (ii) such breach is not curable, or, if curable, is not cured within 30 days after written notice of Recommendation, (b) the Company shall have failed such breach is given by Parent to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, ; or (c) the Company Board of Directors of Barnxxxxx xxxll have withdrawn or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendedmaterially modified, or shall have proposed in a manner adverse to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition AgreementParent, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request Barnxxxxx Xxxger or recommended a Barnxxxxx Xxxuisition Proposal, or resolved to do so from Parent, so; or (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate the Board of Parent) and the board of directors Directors of the Company recommends that the shareholders shall have withdrawn or materially modified, in a manner adverse to Parent, its approval or recommendation of the Company tender their shares Merger or recommended a Company Acquisition Proposal, or resolved to do so; 38 45 provided, however, that the right to terminate this Agreement pursuant to Section 10.5(a) or (b) shall not be available to Parent if it, at such time, is in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a material breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in this Agreement such that the conditions set forth in either Section 7.3(c9.2(a) within the seventy-two (72or 9.3(a) hour period referred to in Section 6.12(c)shall not be satisfied. 10.6.

Termination by Parent. This Agreement may be terminated and by action of the Merger may be abandoned Board of Directors of Parent, at any time prior to the Effective Time by action of the board of directors of Parent Time, before or after Company Stockholder Approval, if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote comply in any material respect with any of shareholders on approval the covenants or agreements contained in Article 2, Article 6 and Article 7 of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within twenty-one thirty (2130) days following of delivery to the date on which the Proxy Statement is mailed to shareholders Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the CompanyCompany contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within thirty (30) days of delivery to the Company of written notice of such breach or breaches, or (c) the a Company or its board of directors Triggering Event (or any committee thereofas defined below) shall have occurred. For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (xa) publicly approved or recommended, or there shall have proposed to approve or recommend any Acquisition Proposal or occurred a Change in Company Recommendation; (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (db) the Company shall have failed to include in the Joint Proxy Statement Statement/Prospectus the recommendation of the Board of Directors of the Company Recommendation, in favor of the adoption and approval of the Agreement and the approval of the Merger; (ec) the Board of Directors of the Company or any of its Subsidiaries or their respective Representatives committee thereof shall have breached in approved or recommended any material Superior Proposal with respect any of their obligations under Section 6.2, to the Company; or (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (gd) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the shareholders of the Company tender their shares in such tender or exchange offer orrelating to securities of the Company shall have been commenced by a Person unaffiliated with Parent and the Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten (10) business days after such tender or exchange offer is first published, sent or given, a statement disclosing that the commencement Company recommends rejection of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time Offer Completion Date by action of the board Board of directors Directors of Parent Parent, if (a) the board of directors representations and warranties of the Company set forth in the Agreement which are not qualified by "materiality" or "Company Material Adverse Effect" shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommendednot be true and correct in all material respects, or the representations and warranties that are qualified by "materiality" or "Company Material Adverse Effect" shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include not be true and correct in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event within five (5) business days) after receipt of any written request to do so from Parent, (g) a tender offer or exchange offer for outstanding Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends all respects; PROVIDED that the shareholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant representation or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ai) 30 10 calendar days after written notice thereof of such breach is given by Parent to the Company or (Bii) two business days prior the Expiration Date; or (b) there has been a material breach or failure to perform of any of the Termination Datecovenants set forth in this Agreement on the part of the Company, or which breach is not curable or, if curable, is not cured within the earlier of (i) 10 calendar days after written notice of such breach is given by Parent delivers to the Company a notice in accordance with Section 6.12(cand (ii) advising the Company that Expiration Date; or (c) (i) the Aggregate Closing Funded Debt will be less than $600,000,000 and Board of Directors or any committee thereof of the Company shall have (A) failed to waive irrevocably recommend or withdrawn or modified in a manner adverse to Parent or Purchaser its approval or recommendation of this Agreement, the condition set forth Offer or the Merger or (B) approved or recommended, or proposed publicly to approve or recommend, a Company Takeover Proposal to the Stockholders or shall have resolved to do any of the foregoing, or (ii) the Company shall have entered into a Company Acquisition Agreement or the Company Board shall have authorized the Company to do so; or (d) any person, entity or group (as defined in Section 7.3(c13(d)(3) within of the seventy-two Exchange Act) shall have acquired beneficial ownership of more than 20% of any class or series of capital stock of the Company, through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 20% of any class or series of capital stock of the Company (72) hour period referred to in Section 6.12(cother than Holdings and its Affiliates), or Holdings and its Affiliates shall have acquired additional Shares after the date hereof.

Termination by Parent. 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 Parent if (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders stockholders on approval of this Agreement within twenty-one (21) days following the date on which Merger prior to the Proxy Statement is mailed to shareholders of the CompanyTermination Date, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached in any material respect any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition ProposalProposal and a written request by Parent to do so, the Company board of directors shall have failed to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event (i) within five (5) business days) days after receipt of any the written request to do so from Parent), (gd) a tender offer or exchange offer for outstanding Shares shares of Company Common Stock shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and the Company board of directors of the Company recommends that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, prior to the earlier of (x) the date prior to the date of the Stockholders Meeting and (y) either (A) within ten (10) business days after the commencement of such tender or exchange offeroffer pursuant to Rule 14d-2 under the Exchange Act or (B) at any time thereafter, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (he) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to within the earlier of (Ax) 30 thirty (30) days after written notice thereof is given by Parent to the Company or and (By) two business days prior to the Termination Date, or (i) Parent delivers to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).

Termination by Parent. This Agreement may be terminated upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time Time, before or after the approval by holders of Parent Shares, by action of the board Board of directors Directors of Parent if Parent, if: (a) the board of directors of the Company shall have made a Change of Recommendation, (b) the Company shall have failed to take a vote of shareholders on approval of this Agreement within twenty-one (21) days following the date on which the Proxy Statement is mailed to shareholders of the Company, (c) the Company or its board of directors (or any committee thereof) shall have (x) publicly approved or recommended, or shall have proposed to approve or recommend any Acquisition Proposal or (y) caused or permitted the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement, (d) the Company shall have failed to include in the Proxy Statement the Company Recommendation, (e) the Company or any of its Subsidiaries or their respective Representatives shall have breached comply in any material respect with any of their obligations under Section 6.2, (f) at any time after the end of ten (10) business days following receipt of an Acquisition Proposal, covenants or agreements contained in this Agreement to be complied with or performed by the Company board at or prior to such date of directors shall have failed termination, which failure to reaffirm its approval or recommendation of this Agreement and the Merger as promptly as practicable (but in any event comply has not been cured within five (5) business daysdays following receipt by the breaching party of notice of such failure to comply; (b) after any representation or warranty of the Company contained in this Agreement shall not be true in all material respects when made or, if a representation or warranty relates to a particular date, shall not be true in all material respects as of such date (provided such breach is capable of being cured and has not been cured within five (5) business days following receipt by the breaching party of notice of the breach) or on and as of the Effective Time as if made on and as of the Effective Time; or (c) (i) the Board of Directors of the Company amends, withholds or withdraws its recommendation of the Merger in a manner adverse to Parent or Merger Sub or shall have resolved or publicly announced or disclosed to any written request third party its intention to do so from Parentrecommend or enter into an agreement or any agreement in principal with respect to an Acquisition Proposal (or a proposal or offer therefor), or (gii) the Merger is not submitted to the Company's stockholders as contemplated by this Agreement (provided that Parent is not in material breach of the terms of this Agreement and this Agreement has not otherwise been terminated pursuant to this Article VIII), or (iii) a tender offer or exchange offer for twenty percent (20%) or more of the outstanding the Company Shares shall have been publicly disclosed commenced or a registration statement with respect thereto shall have been filed (other than by Parent or of an Affiliate of Parentaffiliate thereof) and the board Board of directors Directors of the Company recommends shall have (A) recommended that the shareholders stockholders of the Company tender their shares in such tender or exchange offer or, within ten (10) business days after the commencement of such tender or exchange offer, the Company board of directors fails to recommend unequivocally against acceptance of such offer, (h) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (A) 30 days after written notice thereof is given by Parent to the Company or (B) two business days prior publicly announced its intention to the Termination Date, or (i) Parent delivers take no position with respect to the Company a notice in accordance with Section 6.12(c) advising the Company that the Aggregate Closing Funded Debt will be less than $600,000,000 and the Company shall have failed to waive irrevocably the condition set forth in Section 7.3(c) within the seventy-two (72) hour period referred to in Section 6.12(c).such tender offer. 8.5